Bosco-m's Spider-Man
by bosco-m
Summary: Peter Parker, a nerdy kid and Miles Morales, a popular athlete, are good friends just waiting for senior year of highschool to be over. During a field trip to the Oscorp Corporate Headquarters and Research Center, something happens that puts events in motion that will flip their lives upside down.
1. Prologue

**Hello, Spider-fans. This is my first story so please don't be too hard on me. I know I'm making this my own a bit so I would like to begin my fanfiction writing with this: _I DO NOT OWN ANYTHING! THIS IS ALL FROM THE MARVEL UNIVERSE AND I AM MAKING ZERO DOLLARS!_ I'm simply taking the brilliance of others and adding my own twist. That's all.**

 **Now please enjoy. Review and critique so I know how best to improve.**

\- Peter Paker

It was finally senior year. The last year of Highschool. I honestly didn't hate Highschool, it actually wasn't all that bad. I always got excellent grades - well, except phys-ed. It really wasn't my cup of tea. It's just that, being five foot-ten inches and only about a hundred and thirty pounds and having no physical talent whatsoever, you tended to be the target of almost every alpha male with a sadistic sense of humor within a ten mile radius. Not only that, it was a waste of time to ask girls out because they would either laugh at you outright or pat you sweetly and say something to the effect of 'we're just friends, Peter. I like you but more like a little brother'.

Truth is, when I was a sophomore, I had zero friends, was the brunt of every prank and joke and was depressed as hell. That was before I met Harry. Harry Osborn was the son of Founder, President and CEO of Oscorp Norman Osborn. He was a rich kid who was in desperate need of help getting his grades up. He was a smart kid, he just didn't always get it the way the teachers explained it. So our friendship started with me tutoring him but we became fast friends pretty quick. I would help him with his grades and he was always willing to shell out money. Not to mention we loved the same things - Star Wars, the local and not-so-local superhero population, terrible horror and sci-fi movies and all that stuff.

Then, in the middle of sophomore year came a new kid to town. Six foot-three inches, black and the coolest guy you could meet - Mile Morales. He was immediately accepted into all sports and was every bit as smart as I was, if not smarter though not in the same ways. I'm more of a math, physics, chemistry smart and he's a literature, history and social studies type smart. I decided I liked him immediately when, on the first day he was there, Flash Thompson and one of his football goons were trying to shove me in a locker. I was putting up a better than usual fight and Miles just walked up and said the lamest thing he possibly could have: "Hey, why don't you guys pick on someone your own sighs?"

Now Brock wasn't as tall or a big as Miles and neither was his buddy. Needless to say, it was nearly a four way fight and I would have wound up with the worst end of it when the coach came by and stopped it. After that, Mile hung out with me and Harry all the time. He and I would help each other with homework, we'd both help Harry and he'd make sure that, if we wanted or needed anything, we had it. We didn't expect him to and sometimes tried to tell him no but he would just laugh and say, "Guys, I lose this much from my jeans taking a nap on the couch on a Saturday afternoon."

"In that case, can I come over and sleep on your couch?" I quipped. Miles lived with his dad, Jefferson Morales. His mom had died in a car accident thanks to a drunk driver when he was really young. His dad was cool too, a veteran in the U.S. Navy with all kinds of cool stories. He repaired all the guns on a cruiser or something like that. My Uncle Ben had been an Air Force airplane mechanic so when Uncle Ben, Aunt May and I had Miles and his pop over for dinner, they shared some interesting stories before watching the game while Miles and I went up stares and talked about Iron Man and Warmachine and all the other superheroes we idolized.

* * *

\- Miles Morales

I remember during the summer after sophomore year, we all got jobs. Yeah, even Harry. I can't imagine what his dad said but it didn't stop him. Anyhow, Peter and Harry got jobs at Dad's shop. I didn't want to work for Dad on account that I didn't think it would be fair. Instead, I worked delivering pizzas and the other two stocked shelves and ran cash registers. It was a great summer. Junior years was great. Nothing interesting happened - until we learned that the top twenty students in the school would get to visit the Oscorp Corporate Headquarters and Research Facility - which was the coolest thing ever to all of us, even Harry. We all worked extra hard and suddenly, I found that Peter and I were really popular. Even Peter was popular which, and no offense to the guy because he's brilliant and the nicest guy you could meet but, was really not normal. Anyhow, we each had these study groups. I helped with writing, social studies and such while Peter took on the monster subjects - physics, chemistry, math and so on. That was the first time any of the girls in school really looked at Peter for more than a second.

Poor Pete was just this skinny little dude with glasses and the worst fashion sense I've ever seen but it wasn't his fault. Anyhow, the popular girls like Mary Jane Watson, Felecia Hardy, Liz Allan, Debra Whiteman and many others, flocked to him for help in the difficult areas. It was honestly good for his self image because most of them found what Harry and I already knew: Peter Parker is just a great guy, despite his skinniness and his nurdiness. He was raised to be a gentleman by his Uncle and Aunt. Not only that, he wasn't a coward. He had no problem standing up to people, even if it usually got him into trouble with Thompson and his buddies.

Harry did so well on his grades that year that his dad allowed him to have a party. We all went to the Orborn estate and it was incredible. I have never seen so many beautiful women dressed so well in my life. Peter and I were immediately aware that we were so far out of our league. When Mr. Osborn came down from his office, he shook both our hands and personally thanked us. He also gave me and Peter business cards, saying, when it came time for internships, to give him a call. I think Peter was about to swoon.

When Senior year started, there were a lot more people saying hi to him and to me when we walked in. We still hadn't found out who was going to get to go to Oscorp but we weren't bothered. We'd find out soon enough and none of the three of us were all that worried about it. Besides, it was the middle of the school year and we still had to keep up our grades to secure our spot on the roster. Neither Peter or I knew that our lives would change drastically from that visit.


	2. Chapter 1: Welcome to Senior Year

\- Peter Parker

It was the first day of my senior year of Highschool and I was actually a little excited as Uncle Ben pulled up to the school. Before he unlocked the door, he grabbed my arm and said, "Hold on, Pete. I wanted to talk to you since we're pretty early. I heard that you helped a lot of kids make it through last year with excellent grades. I just wanted to tell you that I'm proud of you for that. It's not easy to treat people well when they don't treat you well. I also wanted to tell you that, when you help people like that, you gain influence over them and when you gain influence, you gain power. You know what your father and mother and I always said about power."

I smiled. Uncle Ben and Aunt May said it a lot, especially with all the super powered beings out there. "Yup. 'With great power comes great responsibility'. Thanks, Uncle Ben. It means a lot."

Uncle Ben gave me an awkward hug because of the car and kissed my forehead. "Go get 'em, kiddo. Do great things."

I laughed and clambered out of the car. Miles and Harry were waiting for me by the door and we exchanged high fives and those ridiculous man-hugs where we hug and smack each other's backs hard enough to leave bruises before we headed inside. Walking down the hall, I was surprised when people who I didn't even remember all that well began saying hi to me. Some of them came up and gave me high fives and hugs and shook my hand. There were a few I remembered - Mary Jane hugged me and gave me a peck on the cheek, thanking me again for helping her through math last year. Felecia Hardy did the same. Eddy Brock, a kid who was a reformed bully, slapped me on the back and said, "Parker, buddy, have a good summer, huh? Get any action?"

I chuckled and stretched my back. It was getting sore from all the slapping it was getting. "No not really, Eddy. I got a job and that took up most of my time."

"PARKER! Hey, Puny Parker, wait up a second!"

I sighed and turned around to see Flash Thompson and some of his football buddies heading towards me. Flash was one of the few people who still messed with me and bullied me. He didn't just try to make me do his homework like all classic bullies did. He also made my life hell on social media and the like. I could handle it though. What people said about me didn't really bother me. "Can I help you, Flash?" I asked levelly. I knew he wouldn't do anything to me right then and there because I had Eddy and Miles and a couple others with me who wouldn't stand for it but he could still annoy and ridicule the hell out of me. Flash sneered. "Parker, the day I need your help, it'll be a cold day in hell. You know this is senior year, the last year we'll be in school together so I'm gonna make sure it's real special for you."

That was it. The threat was made and Miles, Harry, Brock and a couple others stepped forward, causing Flash and his buddies to step back with their hands up, condescending grins on their faces. "Easy. Easy. See you later, Puny Parker."

I sighed and said, "You guys won't always be around to protect me - but thanks. I do appreciate. Hey, there's our first class room. Let's get this show on the road."

* * *

\- Miles Morales

Peter wasn't short on guts, just the muscle to back up his guts. He was right too. We wouldn't always be around to protect him and that frustrated some of us. I made the decision right then and there that part of my helping him would be to teach him how to defend himself. My uncle was in the Marines and he knew a thing or two about fighting and had taught me and my cousins everything he knew growing up. It had been a great help growing up in Chicago where everything was rough. Now I'd pass that along to Peter. We'd have to get his physical strength up too.

Anyhow, the first day of school was great - especially when we went to Chemistry and found out who was going to get to go to Oscorp. Me and Peter made it, as did Harry and a bunch of others, all of whom we had helped with their school work. As soon as school was over, we called our various guardians and got permission to go to the pizza place I worked at during the summer and celebrate. The three of us chowed down on pizza and drank soda until way too late before Harry dropped Peter and I off at our homes. It was a good day and now we had something to look forward to.

The few weeks leading up to the field trip to Oscorp crawled by. During that time, Peter kept getting into trouble with Flash Thompson and his buddies. I constantly found Peter the victim of old school pranks like swirlies in the toilets, being locked in lockers and having his backpack throne on the roof of the shop. Not only that but, once again, Peter's social media pages were turned into cyber-graffiti mural of memes, photoshop pictures and heaven only knew what else, mostly involving Peter doing something or having something terrible done to him. He took it all like a champ though - blocking access and moving on as he went. I caught Flash and three of the other football players trying to shove him into a huge back and drag him out of the locker room naked. I don't know what they were planning but I wasn't letting it happen. Truth is that it's a good thing that the guys on our football team like me too or else it would be a four on one instead of them just grumbling about me being an interfering asshole and letting Peter go.

Anyhow, soon enough it was time. Permission slips had been signed by parents or guardians and we were all ready to pile on the buses. I'm pretty sure Peter was about to hurt himself, he was so excited. As the buses rolled up to the front of the Oscorp Headquarters and Research Center, the student who was put in charge of the group, Gwen Stacy I think it was, called roll and then led us inside. Immediately inside was a middle-aged man with only one arm. Peter kept smacking my arm and said excitedly, "That's Doctor Curt Connors - the famous geneticist and professor at Empire State University! Is he going to be our tour guide?"

I chuckled. "I have no idea, buddy. Calm down or you'll make a fool of both of us."

It turned out that Dr. Connors was indeed our tour guide. He lead us over to where twenty badges were neatly set in alphabetical order. "Please take the access cards that have your names on them and follow me. In the first room that we pass through will be lab coats, hard hats, goggles and gloves. Please take a set of each as you will need them in some of the areas we will be going through. Congratulations on being the best twenty students of your Highschool and welcome to Orscorp."

The first areas we went into and through some of the mundane areas like where the offices were and the computer labs. Peter thought it was awesome and was snapping pictures at some of the stuff. After a couple hours, we came to a set of doors that had "WARNING: RESTRICTED AREA - NO RECORDING OR PHOTOGRAPHY DEVICES PERMITTED BEYOND THIS POINT"

"The guards here will have to place stickers over all cameras and devises with cameras;" said Doctor Connors. Peter turned over his cellphone and camera to the guard and I did the same with my cell phone. When they saw the name on Harry's tag, the guards whispered something to Dr. Connors and then refrained from stickering his items. Harry pocketed his phone and scowled. "I wish that they would treat me like everyone else. Maybe I'll take pictures just because they didn't."

I chuckled. "Oh come on, Harry. It isn't so bad. None of us treat you any different so don't let that bother you."

Peter patted his friends shoulder and said, "Yeah, it's no big deal."

We all went on inside and Peter looked as though he was about to keel over with excitement. We went into the computer research labs where they made all the latest gadgets, some of them on par with Stark Industries. Dr. Connors pointed down one hallway towards a set of doors. "Down there, we do all of our arms and weapons testing but you will not be going down there. The U.S. Military and Government would prefer that remain the highest level of confidentiality."

Peter whispered, "It's been a fight between Oscorp and Hammer Industries who would get the defense contract ever sense Stark Industries stopped making weapons. My money's on Oscorp. I heard rumors that they are making top of the line body armor, firearms, vehicles and aircraft - stuff that Hammer just can't compete with."

I had heard that too but I just nodded. Up ahead was the bio-chemistry labs. The rumor was the Oscorp was trying to re-make the Super Soldier Serum that turned Steve Rodgers into Captain America way back in World War II. Rogers had been lost and the doctor who had created the serum, a Doctor Abraham Erskine, had been killed by a Nazi assassin and most of his research was hidden away where apparently no one could find it. Now everyone in bio-chemistry was trying to replicate it. When we went inside, Doctor Connors lead us to an observation room. From there, we witnessed researchers and scientists working different animals, of all things. "Here is where our finest men and women work to solve all the problems that plague the human race - sickness, weakness, genetic mutation and the like. Imagine if we could cure any sickness or regrow lost limbs, heal any injury or make ourselves impervious to them in the first place. That is what we research in these labs here."

Dr. Connors had become animated about it, waving his arm dramatically towards them. I looked down and saw what he meant. The Doctor continued, "Trapped in the DNA of the animal kingdom is the chance for the human race to jump into the next stage of human evolution of its own accord and not wait on nature to do so."

We all watched in amazement for awhile. There many animals down there from every different family. After minutes of having Peter point out some creature and guessing what they were trying to study about it, the Doctor smiled and said, "Sadly, we cannot spend all day here. The next area, we will need special anti-radiation suits. Follow me please.

We were led to rooms where we traded in our lab coats and such for lead pajamas. When everyone was set, including the doctor himself, we continued into the next area. The Doctor pointed to several different pieces of equipment and said, "Those emit different kinds of radiation. When you are about to see is what happens when gamma radiation is introduced to an animal's DNA."

Peter lifted a hand and said, "Um... Doctor Connors, isn't something like that how we got the Hulk? Didn't Doctor Bruce Banner get caught up in some kind accident and get saturated with gamma radiation?"

The Doctor chuckled and said, "Yes he certainly did, Mr. Parker. However, the difference is that was a very, VERY high concentration of radiation applied to a human being and this will be very low applied to an animal - a lizard actually. Now, observe as we place the lizard in the chamber and seal it."

The students crowded around as two of the scientists place a lizard on a pedestal and left the room. Connors explained as the gamma radiation emitter powered up. "The scientist in the control both is supposed to check and make sure that the lizard is the only thing in there with a special scanner and the two who placed it in there should have done the same thing visually since really small creatures are unable to be detected by the scanners."

We watched as the lizard was saturated with radiation. Peter split his attention between the lizard inside and a monitor that showed the levels of saturation and also vitals of the lizard. After about five minutes, the gamma machine shut down. After another five, the doctor said, "Any who want to can go take a look inside the room Please do not try and touch the lizard or else you might aggravate it. Come along."

Only a few students really wanted to go in, one of which was Peter of course. I stayed outside and waited. Gwen Stacy, our student leader for the day, chuckled and said, "That Parker kid sure gets a kick out of this stuff. Did you see how excited he was when we looked at the hybrids in the last room?"

I chuckled. "Yeah, I sure did. He was looking at those spiders like they were the coolest thing in the world."

Gwen shivered and said, "I hate spiders. Always have always will. What they can do these days with science is pretty amazing though. Imagine combining almost a dozen different species of spiders - who would want a super spider crawling around?"

She shivered again and I chuckled. It seemed pretty crazy to me too. Peter came out and, even through the thick face mask, we could tell he was grinning ear to ear. Gwen affectionately patted his head and said, "Parker, you are so adorable when you're being nerdy."

I widened my eyes and smirked at Peter behind her back. I couldn't see his reaction but I'll bet it was priceless.

* * *

\- Peter Parker

The rest of the day wasn't quite as interesting. We turned in the hazmat suits and went through the Oscorp computer science and software labs where all the computer nerds were doing nerdy stuff with computers. I wasn't really into that kind of stuff. Miles and Harry kept chuckling at me every now and again. Finally, I snapped, "What are you two laughing about, anyway?"

They both laughed again and Miles said, "Dude, you are still blushing!"

I tried to act confused and keep my blush from getting worse. "Blushing? Blushing from what? What are you talking about, Miles?"

They both chuckled again and Miles shook his head. Harry leaned in conspiratorially and pointed. "Over there, Pete;"

I turned and saw that Gwen had been looking at me. She turned towards one of her friends with the hint of a blush and said something. I couldn't keep the blush out of my face that time. I rubbed the back of my neck and was about to give them both what-for when I felt a sharp sting on the back of my neck where I had been rubbing. "OUCH!"

Out of the corner of my eye, I saw a spider drop to the floor. It was rusty red in color and had a bright blue number three on it. "Woah, Peter! Is that a poisonous kind of spider?" asked Miles anxiously. I pulled out my phone, took a picture and looked it up. After searching through, I sigh with relief and showed them. "It doesn't look like it but let me be sure." I put my gloves back on and picked it up, keeping it cupped in my hands. "Dr. Connors, is this one of the research spiders? It has a three on its back."

Doctor Connors came over and I carefully opened my hand, only to have it jump on my shirt and try to climb up. Dr. Connors nodded as I cupped it in my hands again. "Yes it is. Hold on, let me get a sample jar brought up here."

While we waited, I mentioned a little nervously, "I think it bit me. Was it venomous?"

Dr. Connors chuckled, "No, you should be fine, son. All spiders have some venom but the ones that made up number three wasn't deadly. All the same, wait and see how you feel. If you start getting terribly ache, have a fever or severe vomiting or if you start getting terrible cramps, call me. We do have stocks of anti-venom and such that will help with that."

When a scientist with a jar came up, I dropped the spider in and the jar was sealed before he could jump out. I looked through the jar at him. "The little fellow looks pretty beat up. Is he going to be okay?"

Doctor Connors nodded and said, "Oh yes, he'll be fine. Those little creatures can recover and regenerate at a remarkable rate. Consider yourself lucky, though. If number two or number four had bitten you, you'd be in deep trouble. They both had two of the most venomous spiders in the world as part of their make up."

I gulped and decided maybe I wasn't too fond of spiders. My two buddies breathed visible sighs of relief.

* * *

When we finally made it back to school, I wasn't feeling good. Harry and Miles said that I should talk to Doctor Connors but I didn't want to bother him. The spider wasn't venomous and I was confident that I would be fine. Even if I was having a reaction to what little venom was in me, I was sure it would go away quickly enough. Since school was out by the time we got back, my Uncle picked me up and we went straight home. I was getting a headache so homework was more difficult than usual but I struggled through it. By the time dinner came around, my stomach didn't feel too good but I ate everything put before me so my Aunt and Uncle didn't get suspicious. I felt like I was about to throw up as I finished with the dishes and went to my room. As soon as my door was shut, I went to the trash can in the corner and heaved. I know that no one enjoys throwing up but I really, REALLY HATE throwing up. My stomach was empty in minutes and all I wanted to do was lie down and sleep off whatever was going on. If I still felt like this in the morning, I'd give Doctor Connors a call. I had gotten the majority of my homework done for the first few classes during the next day so I knew that I'd be okay working on the rest of it between periods. That was the last thought that went through my head before I fell into a sleep filled with seriously trippy, messed up dreams


	3. Chapter 2: Dude

\- Peter Parker

I woke up slowly and waited for fresh waves of pain to come in. When they, didn't I sat up. To my surprise I felt absolutely great. My headache was gone, I didn't feel nauseous and I just generally felt amazing - like I had gotten a great night's rest after eating the best meal ever. I grinned and jumped up - only to smack my head on the ceiling. "Ouch! What the hell?"

I rubbed my head and looked up. It was an eight foot ceiling. How did I manage that? I contemplated while I got dressed and got ready for school - only to remember that it was Saturday. I chuckled and stretched before looking at the clock. It was still pretty early - seven o'clock. Normally I slept in till around nine on Saturday but somehow, I could just tell that I wouldn't be able to. I had this weird nervous energy and I was really, REALLY hungry. I finished getting dressed and ran down the stairs. Aunt May and Uncle Ben looked at me like I had grown a third eye. After a moment, Uncle Ben said, "Morning. You're up early for a Saturday, Kiddo."

I shrugged and patted his shoulder affectionately before giving Aunt May a kiss on her cheek. "I don't know. I just feel really good this morning."

They both smiled, pleased to hear it. Uncle Ben gave me a most knowing look and said, "Well that's good - especially you seemed to be a little out of it last night."

I blushed and rubbed the back of my neck awkwardly. "I guess I didn't hide it as well as I thought."

They both laughed and shook their heads. Aunt May was working her magic on the stove, managing a pan of eggs, a pan of turkey sausage, and a pan of fried potatoes. To my never ending amazement, she also pulled a gigantic tin of blueberry muffins out of the oven. I shook my head and asked, "How on earth do you do it, Aunt May?"

She gave a smug grin and said, "It's my super power. Iron Man has nothing on me."

I laughed and said, "That's right. Who cares about saving the world. That's nothing to feeding a growing teenager and an Uncle."

We sat down to eat and I ate at least twice what I normally do. "You feeling okay, Kiddo?" asked Uncle Ben. I nodded and swallowed a mouthful of eggs with hot sauce before saying, "I threw up last night. I don't know what it was but I feel fine now."

They both nodded but that had reminded me that I needed to clean out my trash can before I went to meet Miles. I helped with the dishes and Aunt May asked, "What are you up to today, Peter?"

I chuckled and said, "I'm meeting Miles to work out. He's says I'm skinny."

Uncle Ben looked at me and chuckled. "Well working out is clearly doing you some good. You've already put on some muscle. I did? I hadn't looked at myself in the mirror yet so I just nodded with a smile and went to the restroom when I got the chance. Uncle Ben was right. My biceps and triceps were larger than they had been when I went to bed, my abs were clearly defined and I actually had pectoral muscles. I turned around and all the muscles in my back looked the same. _Woah! This is so weird! Miles is never going to believe this._

* * *

\- Miles Morales

When Pete showed up at my house, he looked equal parts exhilarated and nervous - wearing a pair of baggy pants and a black sweatshirt. "What's up, buddy?" I asked and we slapped hands. The guy suddenly grinned ear to ear and said, "Miles, you have got to see something. Come on!"

I frowned as we rushed down to the basement where all the workout gear and stuff was. "Everything alright, Brother?" I asked. Peter nodded and said, "Okay, don't freak out, alright? When you saw me yesterday, I was skinny as ever, right?"

I began to feel really weird but I nodded and he dropped his sweatpants and took off the sweatshirt and my jaw dropped. Peter Parker, the scrawny kid I struggled to keep out of trouble was definitely not scrawny anymore. Even through the over-sized t-shirt and baggy shorts he was wearing, I could tell the kid had put on some serious muscle. "Holy crap, dude!" I muttered and then glared. "Did you start using roids or something?"

The look on his face would have been comical if I wasn't to light his punk-ass up for using shit like that. He lifted his hands defensively and said, "NO! No, no, no! Miles, what the hell, man? I'd never touch that stuff."

I looked him in the eyes and said, "Well then explain that."

Peter just shrugged. "I can't. I went to bed feeling like hell and woke up like this today. I have no idea what the hell happened. I'm not complaining though. I feel better than I have in - forever."

I nodded. Peter couldn't lie at all. Not only that, he wouldn't lie - at least not to me. Even so, this was some really weird stuff. "Okay well with muscle like that, I'm sure you won't mind if I up your weight."

He grinned and shrugged. "Sure. What do you think I should be lifting?"

I shrugged. "Well, let's take it slow."

I added more eights to the bars - and then more - and then more. When I had added all of them and it didn't seem like Peter was having any trouble, I glared down at him. Before I could even say anything, he lifted his hands and pleaded, "Miles, come on, man! I didn't use any drugs. I'm just as surprised as you are and I'm getting a little freaked out."

I sighed and he stood up, not even sweating. "Well let's go back and see what could have happened;" I said, scratching my chin. He gave me a confused look. "Wa do ya mean?" he asked. I rolled my eyes and said, "Come on, Pete! Something happened to you that caused you to become ripped and also apparently make you who-knows-how strong. Come on! Think about it!"

He frowned but I saw the gears turning in his head already. After we had both mentally analyzed everything that had happened since school began, he looked up and shrugged. "I have no idea."

I sighed. "Neither do I."

I went into a closed and grabbed a white board and dry erase marker. "Alright, starting writing what your schedule has been since school began."

He shrugged and did so. It took awhile as we hashed it out and my Dad yelled down, "Hey guys. I'm about to order Chinese for lunch. Interested?"

We both yelled, "Yes!"

Dad laughed as we pounded up the stairs and gave him our order. Peter tried to offer to pay for his but Dad just looked at him with a long-suffering look until he stopped. As soon as the order was placed, we both ran back down the stairs and got back to work. After he had mapped out his schedule in detail, we studied it. Suddenly, it came to me. "Hey Pete, didn't you get bitten by one of those hybrid spiders at Oscorp."

He frowned and said, "Well yeah but I highly doubt one of its genetic features was 'makes guys super strong if they bite them'."

Then he stopped, his mouth wide open and he turned a little pale. I waited for him to speak up. Finally, when I couldn't be patient anymore, I blurted out. "What?"

"I went into that gamma radiation chamber. If that spider got onto me and went with me into the gamma radiation chamber, it could have been affected by it;" his voice had become quiet and a little nervous. I suddenly realized what it could mean - Peter could suffer from radiation poisoning. Calmly I stood up and walked over to him. "Peter, I think you should call Doctor Connors."

He shook his head. "It's the weekend. He's probably not there."

I would let up. "Peter, this could be serious and he said to give him a call if anything strange happened. This is definitely strange. I mean you could have radiation poisoning, man."

Peter shook his head. "Look Miles, there is an easy way to solve that. We can go to the university labs and use a Geiger Counter in one of the labs. If I have radiation poisoning, I'll give Doctor Connors a call. We can go after lunch."

We were both quiet for a few minutes until a strange thought entered my mind. "Hey Pete, spiders are really strong, yes but that's not all they are. Do you remember what else spider number three was mixed with?"

Peter grinned and said, "No, but I took notes in my notebook of what each of them were hybrids of. Give me a sec."

He pulled out a massive, five subject notebook and flipped though till he found it. "Ahah! Let's see. It's strong, of course it can climb vertical surfaces; apparently one of them has a sixth sense of some kind that allows it to sense when it is in danger. Neat; let's see. One of them is apparently extremely agile. The little bugger survived after I swatted him and the doctor said it would make an east and full recovery so they have a great regeneration ability. They're fast too. Have tough skin. Wow! These little things are tough!"

He looked at me and I grinned like a kid who found a new favorite hobby. "Dude..." I just said and his eyes grew huge and he replied, "Dude... do you think I could..." and he looked down at his notebook. After a minute, he grinned and said, "Alright, here's the deal - as soon as we eat lunch, we go to the university and make sure I'm not a gamma bomb. Then, we see what we can do."

* * *

\- Peter Parker

We ate lunch WAY too fast, making Mile's dad laugh and then Miles drove me to Empire State University. It was open during weekends and a college freshman who I grew up with named Cindy Moon let us into the labs. "Hey, Petey. Why do you need into the labs?"

I chewed my lower lip and said, "I went to Oscorp yesterday and went into one of their radiology labs. I felt like crap afterward so I guess I just want to be sure I didn't get some kind of gamma poisoning."

She laughed and ruffled my hair. "Sweety, gamma radiation doesn't work like that. I thought a smart guy like you would know that. Besides, don't you want to get big and strong like the Hulk?"

I blushed and swatted at her hand. "Stop! That's embarrassing. Anyhow, I guess I just rather be safe than sorry, that's all."

Cindy rolled her eyes and let us into the labs. "Well the Geiger counters are over here. Come on."

We went over and she grabbed one powered it up. Nothing. That was a good sign. "Can you check where I was bit? It was on the back of my neck."

She gave me the most long-suffering look and circled behind me. "Where were you bit?"

I frowned and said, "There should be a huge welt on the back of my neck. It was there last night."

"Um... Petey, there is not welt on the back of your neck."

I was a little surprised but I said, "Okay so it was around here;" and I indicated the area. Cindy waved the little wand-like thing. Again nothing. I was relieved. "Thanks, Cindy. You're the best."

She smiled and said, "I know - and no problem. I get to go to Oscorp in a couple weeks too."

I grinned and wiggled my fingers at her. "Watch out for the spiders!"

She swatted at me and said, "Have a good week, boys;" before leaving. Miles watched her go and went, "Mmm-mm. How do you know her, Pete?"

I laughed at the expression on his face. "We grew up together. She used to live next door."

"Oh I see, so you're friend-zoned and she's like your older sister, huh?"

I frowned and narrowed my eyes. "Yes. Why are you asking?"

He just shrugged and said, "No reason..." but that was a lie. I knew that look. "Miles, my good friend and brother, I mean this with all the love in my heart - you don't stand a chance. She's a freshman in college and is not into the big, hunky, athletic types."

He chuckled and said, "Oh and did she tell you this?"

"Nope, Flash Thompson during the summer when my Aunt and Uncle and I were at the fair with her family. The big idiot just walked up to her, proud as a peacock and said, 'Hey. My names Flash Thompson. Want to get dinner sometime?'"

"He did not!" laughed Miles as we headed back to his Dad's car. I chuckled, "Okay so he was probably a little smoother than that. The point is, she shot him down like a Hammer-tech drone."

We both laughed at that.

* * *

\- Miles Morales

We were on our way back to my house when Peter said, "Got an idea;" "Oh no;" I say. He laughed. "Come on, let's go to the dump and see what we can learn about what I can do. Think about it, Miles, I could be a superheroe!"

I laughed and said, "Easy now, killer. Let's just see what you're capable of first, alright?"

Once we got to the dump, it really didn't take long to figure it out. The guy started with chunks of scrap metal and moved on to wrecked cars and then trucks. I was getting majorly jealous - not the, 'why did this get to happen to you and not me, I hate you' jealous. More the, 'i wish this happened to both of us so that we could both be badass' jealous. He began jumping around next, from the top of one jump heap to another. Suddenly, one of them tumbled down and Peter leaped, flipped and rode the pile down, landing in front of me with these big, surprised eyes. All I could do was say, "Dude.."

He nodded. "Yeah... Dude..."

Suddenly, I thought of something. "Can you spin webs?"

Peter shuddered at the idea. "I hope not."

I was a little surprised. "Why? That would be freakin' amazing!"

Peter looked at me with a slightly horrified face. "Don't you know where my web spinner would be? About two inches above my ass!"

I burst into laughter at that. We went back to the car and Peter said, "You know, though, for a Science Project, I actually made a large web spinner and wove some spider silk. It's all a matter of finding the right combination of chemicals and a mechanism that will spin it."

I nodded, taking his word for it. He'd have a better idea than I would. On the way back to my house, we passed the ice cream stand and Pete wanted ice cream. I'm _sure_ it had _nothing_ to do with the fact that Gwen Stacy and her dad were sitting there having ice cream at a table. Pete made sure he had cash and we got out. "I have you covered, Buddy;" he murmured. Gwen saw him walking towards the window and waved, yelling, "Hey, Parker! How are you?"

Pete smiled shyly and walked over, saying, "Hi Gwen. Hello Mr. Stacy. How are you both doing today?"

Police Captain George Stacy studied Peter before standing and proffering his hand. "Mr. Parker. Gwen talks quite a bit about you."

Peter turned bright red as he took the mans and croaked, "She does?"

Captain Stacy nodded with a small smile. "That's a good firm handshake, son - a sign of mutual respect. I appreciate that. I hear you're a good kid who tries to stay out of trouble but can't seem to. Is that true?"

Gwen looked a little shocked, "Dad!"

Peter gave a reassuring smile and said, "I would like to think, Sir, that trouble finds me no matter how hard I try to avoid it. I never look for trouble and avoid it when I see it coming. Unfortunately, I can't see everything at once."

Captain Stacy smiled a small yet genuine smile. "I'm glad to here that, young man. There are a lot of good kids at that highschool but Gwen only really talks about her friends and she counts you as a good one. I'd like it to stay that way."

Peter felt himself flush again. "I will do everything I can, Sir."

"Good man. Here, buy yourself and Mister Morales some ice cream."

I chuckled and said respectfully, "Sir, Mr. Morales is my father. Call me Miles, please."

The Captain chuckled and shook his hand as well. "Have a good weekend, Gentlemen."

Gwen smiled and said, "See you at school, Peter."

Peter smiled and said, "Sounds good, Gwen. Have a good weekend."

When they pull away, I grin broadly at my friend. Peter is so red that it looks like he has a sunburn but he pretends not to notice my grin and goes to get some ice cream. I start to sing real low to get a rise of of him, " _Oh it's a marvelous night for a moon dance..."_

"Shut up, Miles;" he mutters. Suddenly, my cell phone rings. "Hello?"

"Hey Miles, it's Harry. My dad wanted to invite you and Peter to dinner tonight."

I was a little shocked. Mr. Osborn had never invited us over before for any reason other than that one party. "Alright, give me about fifteen minutes to get a sure answer. I'm pretty sure it will be fine but I do just want to be sure."

Harry replied, "Sure. Just get back to me."

I looked at Peter. "Hey buddy, wanna have dinner at Harry's tonight?"

Peter was just as surprised as I was. "Let me call my Uncle and Aunt but it should be fine."


	4. Chapter 3: Future Futility

_\- Peter Parker_

At first, I was dreading getting dressed for dinner at Harry's house. I only had one nice suit and I always looked ridiculous. It wasn't really fitted right and while it was a great length, I still looked like I was swimming in it - or at least, the last time I had worn it, I looked like I was swimming in it. When I put it on to go to Harry's, it was ever so slightly tight across the chest and in the arms and was snug around the legs too. When Mile's picked me up, he shook his head. "Brother, we need to get you a really well fitted suit. You look like you're a bench press away from hulking out of that thing."

I chuckled, "I'll try not to flex too hard."

He shook his head as I got in the car and muttered, "Cocky smart ass - give the kid super-powers and he's all 'oh I better not flex too much!'"

We both laughed as we drove to Harry's house - well, house might have been one term. The building could probably fit my Aunt and Uncle's house, Mile's Dad's house and maybe four or five others. A valet took the keys to Mile's car and gave him a pager-looking thing and we went inside.

The house never ceased to amaze me. The main entry hall was like something out of a Victorian ball room or something with a chandelier and everything. Down the stares came Harry and he laughed at Miles and I in our suits. "You guys always dress up so sharp when you come over. Soon my dad is going to start getting the wrong idea about our friendship."

"I would never..." came an amused voice from one of the half dozen doorways leading from the entry hall. Mr. Osborn and Harry both wore nice black pants, button down shirts and blazers but they weren't wearing ties like we were. Mr. Osborn shook our hands with a kind smile and said, "Come, gentlemen, dinner is almost ready."

We ate in a small room off the main dining room and dinner was fantastic. As the first course was served, Mr. Osborn said, "Now I know you are both still in high school but I am quite interested in what you are planning on doing with your lives."

I swallowed a mouthful before clearing my throat and saying, "I was thinking something in the chemistry field. I'm not sure what yet but it's what I'm interested in."

Mr. Osborn chuckled and said, "I see. You know, Harry still talks about that web spinner you made for a science fair. According to him, you said that spider silk no thicker than a garden hose could hoist two 747's - is that true?"

I nodded, both proud and embarrassed that something like that could have been noticed by someone like Norman Osborn. He was the Tony Stark of pharmaceuticals and, since Stark Industries didn't make weapons anymore, they had picked up quite a few contracts with the military as well. "That's right, sir. I still can't seem to find a way to keep it from degrading. A spider has to constantly reinforce its web because the silk isn't really permanent. I'd love to find a way to make it so that it was."

Mr. Osborn nodded, a passionate light in his eyes, "It would be fantastic. Imagine our soldiers and marines going into battle wearing uniforms and body armor made with nearly unbreakable silk! Imagine structures and such held together with it! The possibilities..." and he shook his head. After a moment, he smiled and said, "When you graduate High School and College, Mr. Parker, use that business card I gave you and give me a call and I will ensure that you have funding to create that spider silk and I will make sure that you are paid well and get a share in my company."

I was shocked, managing to nod my head and mutter, "Of course. Thank you, Mr. Osborn."

He nodded and turned to Miles. "And what about you, Miles - what do you plan on doing with your life?"

Miles shrugged self deprecatingly. "Nothing so grand and ground breaking as Peter; I'm thinking of going through ROTC and joining the military as an officer, probably the Army."

Mr. Osborn's eyes widened and he said, "That is a very worthy and noble goal, young man. If you ever need a letter of recommendation or any assistance, give me a call and I'll do what ever I can. What do you want to do as an Army officer?"

Mile's cleared his throat and said, "Well I was thinking something in logistics or maybe combat support."

Mr. Osborn nodded with appreciation. "Excellent. Excellent, Miles; I love to hear stuff like that. Harry..." and he turned to his son, "what do you want to do with your life, Son?"

Harry looked a little baffled. "Well, if I'm capable and able, I'd love to take over the family business after college. I'm trying to learn everything I can to do so."

Mr. Osborn nodded and said, "You know, of course, that I would support you in whatever you decided but I am glad to hear that."

He gripped his son's shoulder proudly. It was a little touching and they both blushed before Mr. Osborn said, "Right, now that the hallmark moment is over - did you all enjoy the Oscorp building the other day?"

* * *

 _\- Miles Morales_

It was always fun to watch Peter geek out about stuff like this. For an hour, he and Mr. Osborn talked shop about the labs at Oscorp before we all moved into the lounge. There, we talked about more normal stuff like sports, movies and television shows and current events in the world. Peter made the mistake of mentioning the Avengers and Mr. Osborn sighed. "I have all the respect in the world for those fine men and women but the fact that we are beholding to them to save us from any threat, especially threats from their own kind, doesn't sit well with me. Tony Stark, though a competitor, has the right idea with his Iron Man suits. I wish I could convince the Federal Government that it would behoove us to have our own contingency plan in case the Avengers run into a problem to big for them or, heaven forbid and I don't think it will ever happen, the Avengers decide they would be better off in charge of our government."

I listened with interest. It would be an intelligent idea from a security stand point to have a back up task force of some kind. Harry shook his head though. "But if the government built a force powerful enough to subdue super heroes, what's to stop them from discarding our constitutional rights and becoming a large collection of tyrants and dictators?"

Norman sipped brandy before saying, "You have a point but at some point, there may be a time that we need to decide which we value more - the safety and security of our family and friends or all of our freedoms. During times of chaos, state governors have declared martial law in cities and sent in the National Guard, haven't they?"

Harry nodded. "That's true but that was part of the reason the National Guard was ever established - for security in cases like that. Another part of the reason they were set up was to be a force for freedom even against the federal government. If the government had a force of super or teched out soldiers, we would lose the check and, therefore, lose that balance."

Mr. Osborn nodded and turned to Peter and I. "What do you think, gentlemen?"

Peter took a sip from his glass of soda and said, "Well I think that checks and balances should always be the main goal, even when it comes to national security. The Avengers aren't government ran so maybe, both as an allied force and a check on the Avengers, the government should have its own organization of superheroes or teched out soldiers like you suggest. However, it shouldn't be under the control of congress or the president because that would give too much power to either of them. Maybe a special committee consisting of several different government branches. I don't know - something to keep the power evenly distributed."

I myself wasn't so sure. Having a government ran organization of superheroes would cause other governments to do the same. "I think," I said thoughtfully, "that having a multi branch government organization would help our security but it would also put us in danger of another kind. What happens if other countries decided that they would do the same thing? I once heard it said that after WWIII, WWIV would be fought with bows, arrows and clubs but I think the truth is that, after WWIII, there wouldn't be a WWIV - only a global rebellion against whatever super powered organization had taken control. We may find balance in our country but the problem is, we would need to find a way to have balance in the world and that, I'm afraid, is never, ever going to happen."

They all looked at me and nodded solemnly. Mr. Osborn chuckled. "Perhaps you are correct. Everything we strive for would be rendered mute by a war between each nation's superheroes. It is quite an interesting though and something that our two generations should work on solving. Global peace should always bee the goal, even if it will always be unattainable."

That we all agreed on;

* * *

The next day, my family and Peter's family met at church. The sermon was ironically on some of the ancient Hebrew kings who let power and wealth go to their heads and got in trouble. Me and Peter kept looking at each other. Afterward, we all went to lunch at the best pizza place in New York. Peter's Aunt May looked at us both and said, "What did you boys think of the sermon?"

I chuckled and replied, "It sounds like something Peter says that Mr. Parker says all the time - 'with great power comes great responsibility.'"

Mr. Parker chuckled and said, "Yup, that's right. All those great men were brought low by God when they let their power go to their heads and decided that what they wanted was more important. Remember that when you're great men doing great things for this country and this world."

My dad lifted his glass of coke and said, "Amen to that, my friend."

The rest of the day was easy. We said goodbye after lunch and went home. My dad and I always watched sports and Peter, Harry and I texted about the coming week. I was surprised when Peter texted me:

 _So I was wondering what you think of the idea of me becoming a super hero - should I go for it?_

I chuckled and replied:

 _In all seriousness, Bro, I'd be real careful. You still don't know the full extent of your powers yet. Not only that, all the super heroes we know about constantly have to protect people close to them, assuming they have people close to them who aren't super heroes._

After several long minutes, Peter replied:

 _I thought about that. I figured I could wear a mask and have a cover identity._

This time and laughed and my dad cocked a brow at me. "What are you laughing at, Miles?"

"Just something Pete said. I swear that boy's nuts."

On my phone, I replied with:

 _Wait! Don't tell me, you're going to go as 'Spider-man', aren't you?_

The reply was quick on coming.

 _That was a possibility. It's not that bad, is it?_

I shook my head again and replied with:

 _No, I guess not. Tell you what, you want to do this, that's fine but please be smart about it._

He agreed to be careful and then we moved on to our favorite subject - girls. It was just another Sunday in New York for two high school boys. Neither of us realized that the next week was going to be very hard for both of us.

* * *

 **Sorry that it's been so long, my friends. I hope that you enjoy this chapter. Please Read and Review.**


	5. Chapter 4: Amazing Spider-man

\- _Peter Parker_

So I finally decided. I wanted to be a super hero and if I was going to do it, I had to do it carefully and so it right. I took an empty notebook and began making a list, writing it using fictional letters from aurebesh, a _Star Wars_ alphabet so that no one could read it in case I left it around by mistake. My list went as followed:

\- Hand-sized web spinners and shooter  
\- a costume and mask  
\- somewhere to hide it all  
\- somewhere to make the silk for webbing  
\- an emergency med kit

As I kept thinking about it, things kept coming to mind and I realized that I was going to need to find a way to make a decent amount of money and quickly. Unfortunately, my new abilities did not include a way to tell what the lottery numbers were going to be so I checked the internet. There were all kinds of things and I made a second list in my notebook of ways to make quick cash. Some of them would be made simple by my new powers and others wouldn't be affected at all. There were adds for cleaning out abandoned houses, amateur landscaping like mowing the lawn, trimming hedges and so on and so on and on and on. By Friday of the week, I had enough odd jobs done to fund my first attempt at my web spinners and shooters. I pulled out my old blue prints of my first web spinners made in my sophomore year of high school. It was about the size of a modern sowing machine - way too big. The problem was, I still didn't have anywhere to work. Without anything else to do, I called my friend Cindy Moon again. "Hey, Petey! Need more help?"

"If you don't mind letting me into one of the chemistry labs, it would be nice, yes;" I said a little sheepishly. We used to be childhood friends but as we grew up, we grew apart and I kinda felt like I was using an old friend. I would have to get together with her sometime and do coffee or lunch or something. She was chuckling, "Still worried that you're a gamma bomb?"

I laughed, "No, nothing like that. I just need to whip something together. Well, hopefully that's all it will take is a little whipping."

"If you bring that Miles Morales kid with then sure, I'll do it."

I was shocked. "Uh, I can see what he's up to, sure. You are the best, Cindy."

"I know. Call me back when you're ready to meet me there."

We hung up and I was a little surprised. Cindy liked Miles - that was a little surprising. With a mental shrug, I grabbed my backpack and tossed in my list notebook, my blue prints, some bottles of water, a couple of snack bars - man, I was always getting hungry now - and I also threw in my Ipod and speakers. I worked better with music. I took all the components, chemicals and other various items I had collected and put them in a duffel bag. Then I called Miles. As soon as he picked up, he asked in a suspicious voice, "Before you ask me for help, is it something that I wouldn't want my dad knowing about or you your aunt and uncle?"

I thought about it for a second and then said, "Spider-man;"

He was silent before asking with interest, "Okay so what's up?"

"Well I asked Cindy Moon, you remember her right, if she could help me with using the chemistry labs at Empire State University and she said yes, providing I dragged you along. What do you say?"

Miles was ecstatic. "Hell yeah! I'll be there in ten. Be ready!"

I laughed as we hung up and ran down stairs. Aunt May looked at me with a frown. "Going somewhere?"

I suddenly felt a little nervous. "Yeah, if it's okay. Miles is picking me up and we're going to hang out with Cindy at ESU. That's not a problem is it?"

Aunt May's face broke into a smile. "Not at all. I hope you got your homework done."

I suddenly remembered, in fact, that I hadn't and everything was due on Monday. I hated lying to Aunt May and Uncle Ben but, in this case, I thought it was necessary. "That's why we're meeting - and also because Cindy and I just haven't hung out enough recently."

Aunt May nodded vigorously, "Absolutely. Go have fun and tell her that I said 'hi'."

I grin. "Will do, Aunt May. Thanks. Love you!"

I first head to the basement and grab the box that held my science project web spinner and headed back up. Uncle Ben and I nearly ran into each other. I grinned and said, "Sorry, Uncle Ben."

"Easy, Killer. Where are you off to with that old thing?" he asked with a smile. I laughed and said, "Miles is picking me up and we're going to hang out with Cindy at ESU. We're dong homework and stuff."

"Did you clear it with your aunt?"

I nodded vigorously. "I sure did."

"Then have fun, Kiddo. Stay out as late as you want but please keep it quiet getting back in."

"Will do, Uncle Ben. Love you. See you later."

Just then, Miles pulled up and I stashed the box and my bags in the back seat before hopping in. "Okay so as soon as we get there, I would appreciate it if you asked Cindy to get coffee or something with you. I don't really want her to know about it;" I said to Miles. He grinned and said, "Nothing I won't do for you, Buddy and that's not even a hard request."

As soon as we made it there and Cindy let us into the chemistry lab and showed us where everything was, Miles asked her, "Well, I'm not sure what he's doing but Peter always works a little better on his own. Want to go grab a cup of coffee or something, Miss Moon?"

Cindy cocked a brow and said, "'Miss Moon?' Please call me Cindy, _Mister Morales_ \- and yes, that would be nice."

Miles chuckled and they wandered off. I put on some music and got to work. First I took my blue prints and spread them out before taking apart my spinner. I had used the high school's simple shop to make the tiny components for my spinners and had my own tools to properly assemble them. The silk took a little more time and concentration. I carefully added the chemicals together and set them to heat to the right temperature so they'd properly mix. It was kinda fun. I also needed to find a way to make each cartridge of web fluid air compressed so that I could launch the webbing after it was spun - not to mention set the pressure trigger. Needless to say, it took several long ours.

* * *

\- _Miles Morales_

Gorgeous, funny and sweet, I really hit it of with Miss Cindy Moon. We sat and talked for several hours about everything - where we grew up, how we were brought up and, since he was the common denominator between us, we talked about Peter. "He's always been really smart - scoring genius levels on IQ tests."

I chuckled and said, "Well Mister and Misses Parker say that you and Peter could be siblings because of how alike you are."

She blushed and said, "Oh I'm nowhere near as smart as Peter is. We are interested in the same things though."

"Then I'll bet you loved Oscorp;" I said with a chuckle and she brightened up. "It was fantastic. I brought up that a high school student was bit by a gamma irradiated spider to Professor Connors and asked if there would be any chance of that affecting the bitten student. He laughed and said, 'No, Miss Moon. It's a one in a million chance that it would affect the bitten student at all. His DNA would have to be just the right molecular structure and so would the spider venom which is borderlined at the impossible.' So why is Peter using the labs and why did he bring his old web spinner?"

I sipped my coffee, thinking carefully before I answered. "I think it had something to do with a conversation we had with Harry Osborn's dad when we were at dinner at their house."

Cindy's mouth dropped open in surprise and she said, "You had dinner with Norman Orborn!"

I looked at her with a little surprise but then remembered that she probably wasn't aware that Peter and I went to school and were good friends with his son. "Yeah. His son Harry goes to school with us and we help him with his homework on the few occasions he needs it. They're a great family."

She was still opened mouthed and I laughed, continuing to answer her question. "Well, Mister Osborn told Peter that, once he graduated High school and if he wanted to continue in his research on the spider silk, Mister Osborn would give him a job in the research department and fund him and everything. Mister Osborn is quite the patriot."

Cindy nodded her head a little numbly. Finally, I asked, "Are you okay?"

Cindy nodded and said, "I had no idea Peter's web spinner would be so popular when I helped him make it, that's all."

I chuckled and said, "Well I'll bet Mister Osborn would have no problem hiring you and Peter both. Peter had you credited on his report and mentioned you in his demonstration - he just said 'an anonymous assistant who didn't wish to be recognized.'"

She blushed and said, "I'm glad to hear that. Anyhow, enough about Peter. Tell me about yourself, Miles."

I chuckled a little bashfully. "I'm not that interesting. I play football and I do MMA. I'm not even close to being as smart as Peter - at least not in the sciences and math or anything. My areas of interest are more in literature, history and culture. Now don't go spreading this around;" I say to her, my voice a low conspiratorial tone, "but I love poetry. Is that weird?"

She giggled. It was so damned cute. "No, just not what I picture from a big, hunky guy like you. Quote me some."

I blush and look away before quoting:

"Some say the world will end in fire,  
Some say in ice.  
From what I've tasted of desire,  
I hold with those who favor fire.  
But if it had to perish twice,  
I think I know enough of Hate  
To say that, for destruction,  
Ice is also great, and would suffice.

Cindy smiled and said, "Wow! That's beautiful. What else?"

"There is no hunting like the hunting of a man. For those who have hunted armed men and grown to like it never really care for anything else there after."

She laughed, "Well that's... interesting."

I chuckled. "Yeah. I like all kinds of stuff. Anyhow, we should probably check on Peter. It's getting kinda late."

Cindy nodded and said, "You're right. Let's go."

* * *

 _\- Peter Parker_

When Miles and Cindy got back, I was waiting for my formula to finish cooling before loading it into the cartridges. I had assembled my shooters and used a small amount of the formula that I had made in the high school lab to test it and it worked like a dream. I found that different pressure would get me a different consistency. For instance, I could make it long and thin, which still held my body weight just fine. Or it could be a little more thick which of course meant it was stronger and I could also make it like a glue consistency. When I had finished testing and was just waiting for my compound to finish cooling, I did my homework and began working on the issue of my silk disintegrating after an hour or so. I thought of different preservatives and made a list, once again in my aurebesh notebook, and began using my computer to study up and eliminate the ones I would have to try. That's when Miles and Cindy came back. Miles grinned and said, "Hey, buddy. How goes the quest to make that silk permanent?"

I grinned at them and said, "Have fun, you two? I've eliminated a tone of preservative compounds from the list of possibles. Now I just need to acquire and test the remaining possible ones. I'm almost done for the night. Wanna grab some dinner?"

They both nodded eagerly and I began packing everything up. ESU had a special washer for the chemical beakers, vials and such and I loaded them in, put the cleaning solution in and started it running. Cindy said, "I'll come in early tomorrow and put them away."

I chuckled and said, "You're the best big sister I never had, Cindy."

* * *

That weekend was very productive. I was able to finish my shooters, experiment with my powers a little more - I found out that I could climb vertical surface though I suspected that would be the case - and I made myself a makeshift suit out of an expensive and high durability pair of athletic pants, socks, shirt and gloves. I also bought a mask from a all year costume shop. It was basically a gray ninja mask and I attached a pair of one way goggles to them. They worked great. I also learned that weekend that I didn't need the sleep the average person did - about half as much in fact which was good since most of my work would be done late in the evening or at night. Cindy kept asking me about my permanent silk fluid. I was getting closer. Several of the preservatives extended its life for almost ten times as long, which, in and of itself had benefits. The stuff in my web spinners, I wanted to disintegrate after a couple hours. The longer stuff though, I tested with putting into a spray can. I used it like paint to spray a spider symbol on my costume. It worked great, leaving a shiny, tough, silver-gray spider shape. After twelve hours, it was completely gone. "That's exciting, Peter! The application of that would be amazing. Imagine it as a anti-hemorrhaging agent or as a patch for tires, pipes, wires, hoses and so many other things. You are a genius."

I thought it was pretty cool but I kept working on it. I wanted my first costume to be made of the permanent spider silk. It would be stretchy enough and it would be very resilient, not to mention absorb shock extremely well. When Monday evening rolled around, Miles and I came up with an excuse to get together. we had gotten all of our homework done. To my surprise, when he came to pick me up, Miles had Cindy with him. I tried to think of a way ask him why but Cindy said, "Relax, Peter. I figured out what happened but myself. It wasn't hard. First, you head to Oscorp and get bit. Your Uncle and Aunt said you were a little sick that night. You suddenly need into the labs to work on your webbing design and you are inexplicably ripped."

I blushed and got in the back seat. "I should have been a little more careful I guess."

She laughed. "Yup but I doubt anyone else will know. Come on. Let's send Spider-man on his maiden voyage - or whatever."

We got to right under the Brooklyn bridge and I changed into my gray costume with my mask after spraying my spider symbol on it again. Hopefully this batch would last a lot longer. "Alright, you two, wish me luck and behave while I'm gone."

With that, I shot a long sticky line of web fluid to the bridge above and began to clamber up. From there, I climbed to the top of a support strut. Taking a deep breath, I leaped out over the traffic and shot a stream of webbing, grabbed it and swung. At the point where I'd get the most power, I let go and everything around me seemed to slow. I wondered why for a second. It reminded me of the time Flash and his buddies had tried to throw a bag over my head during the week. My sense was telling me something was wrong, everything seemed to slow and it directed me to turn towards the threat. This time, everything slowed but I wasn't directed to anything. I reached out my hand and sent a long stream of webbing out and swung into the city.

* * *

 _\- Miles Morales_

It was the coolest night of our lives. Cindy and I watched him go and then drove into the city towards the Daily Bugle where we'd meet with him before he officially began looking for bad guys to beat up. When we got their, meeting Peter in an alley behind the Bugle, Peter was geeking out. "That. Was. AMAZING!"

Cindy laughed and hugged him. "That's you, Peter, the Amazing Spider-man."

I hugged him too but I was more worried than excited. I felt a lump in my throat and said, "You take care, Peter. Don't go and get yourself hurt, you understand? New York is still dangerous at night, especially since the Kingpin, whoever he is, took over the crime families."

He nodded and said, "You got it, Miles. Take care of Cindy. Don't do anything I wouldn't, you two. I'll see you tomorrow morning."

And he was off. Cindy and I watched for a moment before she turned to me. "He'll be okay, Miles. Peter's smart and not just academically either. He has that increasingly rare quality called common sense and they will help, especially when coupled with his new super powers."

I chuckled and put an easy arm around her shoulders. "You're right, of course. If anyone I know can handle the life of the Amazing Spider-man, it would be Peter. Want to go grab some dinner and maybe see a movie?"

Cindy nodded and we got back in the car. Cindy found Peter's notebook and opened it. "What is this gibberish?"

I take a look and see a ton of strange lettering. "Beats me. It sure looks familiar though."

Cindy took it and looked it up. After a half hour, she laughed and said, "It's that weird lettering from Star Wars. Peter is such a geek."

I laugh too and Cindy begins looking through the notebook, her curiosity unable to be denied. Suddenly, she squeaked. "Woah! I think I know how to make his webbing permanent! Peter has the right idea with the preservatives but it needs something else. I'm betting there's a special protein that will help!"

We were both so excited that we forgot about dinner and the movie and headed to the college labs. It was pretty late so we had to steal a few of the chemicals and then leave. Cindy really wanted to try to make for him immediately but we didn't have a space to work nor did we have any of the web fluid to use. What we did have, however, were containers of the necessary chemicals, Cindy's dorm basement, which was used as a lab to work on random stuff and Peter's web spinner from the science fair.

* * *

It took us all night. I just talked to Cindy and listened to her while she created twenty-four samples of the new spider silk. It was all about as thick as parachute cord and she took it, labeled it and hung it. At midnight, she curled up on a couch against the wall and I sat with my back against it and we both fell asleep. We woke up at around six and remembered we both had classes. We stashed the test silk in the trunk of my car and I ran straight to school. I knew I wasn't going to smell fresh or anything but I wouldn't be late. To my surprise, Peter was looking at me with an odd expression on his face. I mouthed to him 'I'll tell you later'.


	6. Chapter 5: First Excursions

_\- Peter Parker_

It. Was. Awesome! I whooped as I swung through the night air. Soon, I was at the top of one of the buildings. Under my mask, I was grinning like an idiot. It took me almost twenty minutes to remember that I was supposed to be looking out for trouble to stop. Taking a deep breath, I leaped off the building and headed towards the areas of town the Aunt May and Uncle Ben insisted I stay away from at all times. It took me less that five minutes to here a scream that was quickly cut off. Swinging into an alley, I saw three men who had trapped a woman. Anger filled me and I dropped to the ground right behind them. "Leave. NOW!" I snapped. I had to remember to keep my temper in check or I'd lose control and do something I would regret.

One of the guys pulled a knife and said, "Get outta here, kid. It's way past your bedtime."

Sarcastically, I replied, "Ouch! Hurtful. I'll have you know that I'm eighteen years old and can stay up as late as I want."

The thug came at me with a knife. I caught him by the wrist and examined the knife before looking at him. "A pocket knife? Really? Man! New York City criminals must really be losing funding if this is the best you can do for weapons."

I twisted his wrist till he dropped the knife before neatly tossing his ass out into the street. The other two came at me at once. One of them landed a punch. I could have blocked it or dodged it but I was curious. It his my cheek bone - and didn't hurt very much. He looked surprised and I said, "Hmmm. Maybe you should put your shoulder into it - like this."

I knew not to use a lot of my strength because I would probably put a hole through him. Even so, he was definitely out like a light. The other guy was running and, seeing the young woman there, her face in shock and her blouse ripped open, I shot webbing at his feet. He fell onto his hands and knees and desperately tried to rip if off. In a flash, I had him and his buddy hanging upside down from a lamp pull. I went back to the lady in the alley and she'd had the sense to call the cops. "Are you alright, Ma'am?"

She flung herself at me and hugged me. "Thank you! Thank you so much! You're amazing!"

I gingerly patted her on the back and said, "Just doing my civic duty. Avoid alleys next time and I recommend a taser or pepper spray or something. You think you'll be okay here?"

She nodded and I had to ever-so gently make her let me go. "Take care, Ma'am."

I was off again. It felt good. It felt so good to be able to help others especially since I was totally helpless before the spider bite. I idly wondered if this is what Captain America felt like way back when he was first given the Super Soldier Serum. According to the museum, he was a skinny little guy like I had been. I grinned and swung into my next adventure.

By the time I had to call it an evening and head back to Mile's house, I had stopped two muggings, another attempted assault, a robbery of a liquor store and an attempted cop killing. I was elated.

* * *

 _\- The Following Morning_

I walked into class feeling better than I had in years. I had done a lot of good work the night before and I was pretty pleased with myself. I took my seat in class and waited. Just before the bell, Miles ran in and I caught his eye. I cocked a brow and he grinned before mouthing, 'I'll tell you later.'

I nodded and we went through out first classes. Between the second and third, I was grabbing lunch from my locker when my spider sense went off and pointed to almost directly behind me. Reflexisevly, I ducked and spun around just in time to miss a bucket of water. Flash and his buddies looked surprised and I laughed. "Gonna have to do better than that, Flash."

He growled and threw the bucket on the ground. "Oh I can."

Suddenly, Miles was right there, like always. "Chill out;" he said in a real calm, not at all threatening voice. I actually chuckled a little as they stood face to face in one of those ridiculous face offs before a crowd began to gather. Flash sneered, "I'll get you, Morales. Hey Puny Parker - watch your back. Thug life here won't always be there to save you."

I felt my own temper flair. "That was uncalled for you racist piece of shit!"

"What's going on?" came a call from the hallway. It was one of the teachers. That defused the situation and the crowd dispursed. I was still mad though. Miles slapped me on the back and said, "Bro, relax. It's all good. The only reason morons like Flash even say stuff like that is to get a rise out of people. Anyhow, you doing anything after school. Cindy and I have something we want to show you in the basement of her dorm."

Instantly, I was curious and was about to ask what it was when a familiar voice came from behind me. "Hey, Peter."

I turned around to see Gwen Stacy there. Immediately, my cheeks start to burn and I smile a little shyly, "Hi, Gwen. How's your day going?"

She returned my smile. "It's going good. Are you okay? I just saw what happened."

I chuckled and said, "Yeah I'm fine. Miles has my back."

Gwen nodded and looked down bashfully. "I was wondering if, tomorrow after classes, you could help me with my chemistry. There are a couple things I'm not quite getting."

I had to keep my jaw from just dropping and forced myself to say as calmly as possible, "Yeah, that should be just fine. I'd be happy to help you."

Gwen smiled with pleasure. "Thanks, Peter. I look forward to it. Well I gotta go to class. Have a good day, Peter. You too, Miles."

She gave my arm a friendly brush with her hand as she walked by. I could tell that I was grinning like an idiot and blushing like a fool and Miles gave me a friendly punch to the shoulder, chuckling as he did and saying, "My man, you just got a studying date with the lovely Gwen Stacy. Don't do anything I wouldn't."

I punched him back and he said, "Ouch! Don't be wailing on me with your super strong spider powers, now. Hey, that reminds me, I just heard that J. Jonah Jameson is willing to pay top dollar for good pictures of the local superhero population. Maybe you could get yourself a camera and start making a little more money on the side."

That sounded like a good idea to me.

* * *

 _\- Miles Morales_

We finished classes for the day and went straight to the Empire State University campus, meeting Cindy outside her dorm. She was smiling and hustled to the basement where the lab equipment was. I had carried the silk samples in with me, each one was a eight inch long thread and she laid them all out, Peter frowned as he looked at each one as Cindy explained. "Okay so yesterday, while you were off playing superhero, I found your weird Spider-man notebook. Being curious and the nosy person I am, I read it using a translator app on my phone. In doing so, I discovered that you were on the right track with your preservatives. However, I also thought that adding certain proteins to the chemical mixture might make your webbing last longer - a lot longer. Here for your consideration, I have twenty-four silk samples. Have a look."

One at a time, I opened the sample jars and poured out the contents. The first came out as a fine white powder. Looking at her and at the label of ingredients and what not. He quirked an eyebrow. "Did you get the times that they deteriorated?"

Cindy blushed and muttered, "I knew I had forgotten something."

Peter grinned and said, "Don't worry about it. This is still fantastic. Let's see..."

It turned out that three were completely deteriorated and another four were in various stages of deterioration. The rest looked like they were going strong. Peter grinned and hugged Cindy. "You are amazing! Can you do me a favor?"

She nodded happily. "If you still have all those tiny cameras, have them watch the samples to mark deterioration. I can't wait to see how this turns out."

Cindy grabbed them from a set of cases and we set them up carefully in her dorm room. Her roommate, Julia Carpenter, watched with interest as we lined Cindy's desk with the sample jars. "Hey Cin, what are you doing? What's in the jars?"

Cindy chuckled, "Spider silk that my friend here made. We're testing how long it takes different chemical compounds to deteriorate."

Julia jumped up and looked at it. "Wow! Cindy told me about you and your webb spinner! Can I see it some time?"

"Sure;" Peter replied. He was blushing ever so slightly, not used to having someone take so much interest in his work. "Actually, though, Cindy made this batch for me."

When we had finished, Peter and I said goodbye to Cindy and Julia. I just chuckled and said, "You should be used to gorgeous women paying attention to you by now, Pete. After last year helping all those ladies out - Mary Jane Watson, Felecia Hardy, Gwen Stacy, Debra Whiteman, Liz Allan - the list goes on and on."

He blushed and said, "Yeah well I'll probably never get used to it. Hey, you got the time? I'm supposed to be home for dinner. It's homemade calzone night - my favorite."

I checked my watch and said that it was five-oh-four P.M. He nodded. "Alright, I gotta get home. Hey, wanna join? Uncle Ben and Aunt May are always saying that you don't come around enough."

I nodded. "Sure. My dad has a date for the first time in years so I think I'll join you."

* * *

\- _Peter Parker_

I ate dinner with Miles and my Aunt and Uncle and it was delicious as always. When dinner was over, Miles and I did homework. It was all pretty simple stuff. When we finished, Miles said, "Be careful tonight;" before taking his leave. I got into my costume and jumped out the fire escape, swinging through the night.

I stopped a few petty crimes here and there, muggings, robberies, assaults and the like but things got real interesting real quick. I was swinging around the Daily Bugle when I gun fire. They weren't a couple _pop-pops_ either. They were the hard _ratatatats_ of machine gun and assault rifle fire. I beelined for it and dropped into a rundown area of town. In a large open demolition area, I saw a handful of Police Officers pinned behind four cruisers. What do you suppose were attacking them? Well, the best way to describe them was to say that they were ninjas with guns, body armor and wearing black, red or grey combat fatigues. They also had all the expected Ninja type weapons - swords, stars, those weird dagger things, you know. Without a second thought, I swing in for a closer look. I landed on a roof top only to have someone grab me and pull me down. "Stay down, Squirt. This is a little much for you."

Beside me was a gorgeous woman in a single, body tight black jump suit. She had strange wrist guards of some kind and fiery red hair. On my other side was a man with, of all things, a bow and arrows. I knew who they were instantly - Hawkeye and Black Widow of the Avengers. Hawkeye murmured, "When is Cap gonna call it, those cops are in trouble down there. Besides, what the hell are those Hand Ninjas after anyway."

Black Widow shrugged and said, "Beats me, Clint. Alright, listen kid, you're gonna stay here while we handle this."

I was still stunned into silence but when he regained his voice, he said, "Uh... yeah... uh... No, no I'm not. There's gotta be twenty of them and, what, three of you? Or did you bring the Avengers with you?"

Hawkeye just looked at me. "Listen, Kid. SHIELD's had eyes on you since our satellites picked you and your buddy up messing around in the junk yard and especially after you swung around stopping petty crime last night. Well this isn't petty crime, got it? This is international terrorism. It's a little out of your league."

I shrugged and said, "Stop me if you think you can."

They both looked at me and then at each other. I felt it coming a mile away. Both tried to grab me but I jumped back, still managing to stay discrete from the fight below. They were both scowling now but then Widow put a finger to her ear. "Moving, Cap. Hey Clint, we need to move now. Cap says let the kid have his shot. Every little helps. You, Wallcrawler, I'm only gonna say this once - you're staying close to us, understand? Don't do anything stupid."

I nodded and we moved in. Everything went so fast as soon as my feet hit the ground. Ten of the ninjas turned their attention to us and opened fire. Is wasn't hard to avoid the gun fire. My Spider-sense and enhanced reflexes made it easy. It also helped that they mostly aimed at Widow and Hawkeye. Just before I jumped feet first into the group, a bright, shiny red, white and blue disc smashed into one of the ninjas, bounced off, took out another and then headed off who knows where. I grinned despite the situation. My hero, the man who I tried to base my daily life off of, was here fighting with me. It was awesome! I slammed my fist into one of the ninjas before dodging a sword blade and webbing two of them over their eyes. Then I was in for the fight of my life. Three of them were on me and I spent most of my time avoiding being sliced to ribbons. Suddenly, a tall figure over shadowed me and I began to hear loud clanging. "You're doing great, Kid. Wait for the opening and make sure they can't get back up when you hit them."

I didn't have time to look over my shoulder but I still managed to say, "Thanks;" as I took his advice. With whoever he was helping me out, I spun and punched and kicked my way around several of the ninjas. They weren't push overs though. They were fast, agile and strong and I only stayed ahead of them because I was unnaturally so myself. Even so, with in a half hour, it was over. The Hand ninjas were either dead, unconscious or had fled. I checked myself and found that I had maintained a few bruises and maybe a few shallow cuts but nothing serious. I looked around and saw a large group of what appeared to be SWAT officers but they had silver eagles on their uniforms. There were also paramedic teams assisting the police officers. Suddenly, Black Widow came up and said, "Let me see those cuts."

"What?" I asked, confused. She grabbed my shoulder and moved aside the cut fabric to get a better view of one of the cuts on my shoulder. "Let me see. Those Hand thugs tend to put venom or toxins on their blades. Wait..."

I looked down at the cut and then back at her before blurting out, "What?"

She looked at me and cocked a dark eyebrow. "Your cuts should be swollen and red around the edges. Hey you;" she called to one of paramedical. "Do a toxicity test on this kid."

The paramedic ran over, drew three vials of my blood and also a small amount from my finger, using a high tech device to read the toxin levels. After the thing beeped a couple times, the medic looked up and said, "The kid's got the cleanest blood I've ever seen."

Her eyebrows rose again and she said, "Damn! That a part of your spider-power package, Web-head?"

I shrugged and said, "I guess so."

She motioned to me to follow her towards Hawkeye and a man dressed in a red, white and blue combat suit of some kind. On his back was a shield and I began to feel my heart beat quicken. Before I could stop myself, I gasped, "That's Captain America."

Widow looked at me and grinned. "Take it easy, Kid. He's still getting used to being a legendary superhero. You don't want to scare him away."

I took and deep breath and walked up to him and Hawkeye. First thing he did was smile and proffer his hand to me. "So you're the Spider-man the petty criminals are sweating about. Nice work back there. Second night on the job and you've already drawn a lot of attention from some pretty powerful people."

My eyes widened. "Powerful people? Who?"

"Me, for one;" came a voice behind me. I turned around and saw three men, two of whom I knew. Tony Stark and James Rhodes were easily recognized but the third man, a man wearing a long coat with an eyepatch over his eye, I wasn't at all familiar with. He was the one who had spoken. "Peter Parker, my name in Nicholas Fury, Director of the Strategic Homeland Intervention, Enforcement and Logistics Division. This is Tony Stark and this is Colonel James Rhodes."

My mouth was hanging open under my mask as I dumbly shook their hands. Director Fury motioned me over to a couple large chunks of rock. "Come with me, please. I'd like to discuss something with you."

He and I walked over and he said, "SHIELD is always keeping tabs on when super humans appear. Not long ago, you and your friend Miles Morales were sighted in a junk yard where you were seen doing some pretty amazing stuff."

I nodded and waited for him to continue. "I'm telling you this to let you know that there are people that will be keeping an eye on you. You seem to be doing good things and let's keep it that way."

I replied, "I don't plan on robbing any banks or anything like that if that's what you're worried about, Director Fury. I understand what comes with power. I just want to make New York a little safer for everyone"

He chuckled and said, "That's very noble. I'll bet the Avengers will be happy to not need to keep sending their members after simple thugs and the like. Well I have an important meeting to attend so I'll let you get back to work. There are still a few hours left in the night. I'd get home and get to sleep. You do still have school tomorrow after all."

I nodded and was about to leap away when Captain America ran up. "Mr. Parker, wait a sec."

I turned to him and he proffered his hand. "You did good work tonight. Keep it up. Always keep in mind - with great power..."

"...comes great responsibility;" I reply, grinning under my mask. "My Uncle always says that."

The Captain smiled. "He sounds like a smart man. Take care, Mr. Parker."

I nodded and leaped, swinging off into the night. It wasn't long before I made it back to my Aunt and Uncle's house. The last thought through my mind before I fell asleep was that Miles and Cindy weren't going to believe my when I told them.


	7. Chapter 6: Tragedy

_\- Peter Parker_

"You are so full of shit!" said Miles. He didn't mean it maliciously or even truly skeptically, he was just excited that I got to meet our heroes. Cindy was smiling ear to ear. I replied to my friend, "I sure did - Captain America, Black Widow, Hawkeye, Iron Man and War Machine. You haven't heared the unbelievable part yet. I dropped in on them as they were about to engage a terrorist group called the Hand."

Miles and Cindy nodded expectantly. I began to chuckle at the idiocy of what I was about to say even though it was the honest truth. "The Hand thugs were honest to goodness ninjas."

That was greeted by utter silence for at least thirty seconds. Then Miles snickered and Cindy covered her mouth and I lifted my right hand and said, "That's the honest truth, I swear."

Miles started to laugh and laugh hard. Cindy, still containing her mirth, asked calmly, "So you're saying that you just ran into the Avengers as they were about to drop onto some ninja terrorists and you helped the Avengers stop them?"

I began to laugh now because, as true as it was, it sounded ridiculous. Finally, Cindy lost it and started laughing too. The three of us laughed for a good five minutes before Miles gained a modicome of control and said through the mirthful tears rolling down his face, "The only reason I believe you is because you can't lie for shit, Brother. That is so awesome!"

Cindy nodded, still giggling a little. We talked and laughed for awhile before Cindy said, "So I have the latest spider silk results here. Of all the samples, only three are left. Some lasted as long as fifteen hours but now, these three are showing no sign of deterioration. Here watch;"

We watched all the silk strands and I was so fascinated. "Have I ever told you that you are an absolute genious, cin?" I murmured to here. She flashed me a grin and ruffled my hair, saying as she did, "Aww, thanks! Say it again."

I brushed her hand off with a chuckle and said, "You're an absolute genious, now stop it."

Miles turned on his Ipod and, while we watched the spider silk sample footage, he listened to what sounded like a police scanner. "How'd you get that Miles?"

He grinned and said, "It's a high speed app that just came out. It's basically a police scanner. Hey - listen.."

Over the scanner came a report of an armed robbery of an armored car carrying hundreds of thousands of dollars by twelve heavily armed and organized individuals. I gulped and realized that this would be trouble. Miles looked at me and said, "I don't know, Pete. This is pretty serious. Wait..."

Cindy was pale but I stood and said, "These guys won't be able to touch me."

I grinned and ran and got changed. Miles had grabbed his keys when I got back. "I'm gonna drive you somewhere to take off from. We'll meet you on Empire State University Campus. Please be careful, Brother."

Cindy hugged me tightly for a moment and said, "Come back safe, okay?"

I kissed her forehead and Miles and I left. Just before I did, Gwen Stacy called and asked if I could meet tomorrow instead of today. A family event came up that she had to attend. I was fine with that. I had almost forgotten anyway and didn't have to face my guilt for it that way.

* * *

Miles dropped me off behind the Daily Bugle and I gave chase. I had an arm Iphone sleeve and my Iphone was still playing the police dispatch and swinging my way towards where the car chase was going. It wasn't long before I dropped on a lower building and saw the mercenary's vehicles that had the money in it. Over the scanner, I heard one of the policeman on the radio saying, "They got away with the money in fourteen duffel bags. There are six left in the armored truck. They're heading down..."

I nodded and leaped down and swung towards the car. I was doing everything I could to gain speed and catch up with the car. It was of no use, though. They were too fast, just tearing down the streets but I got lucky when they went into a parking garage. Smiling grimly to myself, I dropped onto the roof and ran to the center chasm that the parking garage wrapped around. I could hear them talking and I couldn't hear any vehicles running. Instantly I leaped and crawled down, heading towards the voices. I saw them - twelve thugs in military gear with assault weapons. They were carrying duffel bags to different very generic looking vehicles. It was shadowy in the parking lot - dark enough that they needed flashlights. I took the first two together, knocking them both out and pulling them out of sight before webbing them down. Three others followed and I webbed them to the ceiling. "Hey, where are Stick and Wolf?"

I ducked into the shadows again behind a car and they circled facing outward, guns up and ready. I jumped to the ceiling and began to silently crawl towards them. When I was above the circle, I dropped behind them and struck, ignoring all my senses except my spider sense. It was as if time slowed down and I redirected several gun barrels and twisted to avoid several more. The fire arms went off - and several of them shot each other. The others stopped firing and tried to attack me with their weapon stocks. That was even easier to avoid than the bullets. Within moments, I went from fighting seven men to being surrounded by seven unconscious men who were webbed to the pillars after being relieved of anything that they can cut the webs with. I grabbed the bags and piled all of them in the open and subconsciously counted them. I froze when my mental counter hit fifteen. According to the police scanner, there were only supposed to be fourteen. I chewed my lip. They would never have notice it being gone. "Breaching! GO! GO! GO! Remember we're looking for twelve perps and fourteen bags of money. Let's go!"

That made the decision for me. I grabbed one of the bags and took off just as in the distance, I could see the lights from the SWAT Team. I grinned and went to the junk yard and put the bag under the hood of an old, broke down car that had been stripped down before calling Miles.

* * *

 _\- Miles Morales_

I was so happy to hear that Peter was okay and heading to the Bugle. Cindy grabbed her coat and said, "I'm going with you."

I wasn't going to argue. Why waste the time? We blazed through the streets as fast as the New York City late night traffic would allowed and found Peter in blue jeans, a tea shirt and a sweatshirt. Cindy wrapped him in a hug and said, "Don't you ever do that again!"

Peter chuckled and spread his arms and legs, putting himself on display. "I'm fine, Cin. Now injuries of any kind. It was actually pretty easy. Come on, let's go home. I'm super hungry. I'm pretty sure that pizza joint across from the square is still open. Let's go."

We went to the pizza joint and ordered the biggest pie we could while drinking Root Beer. Peter seemed to be studying us for a few long moments while he sipped his drink and finally asked, "So... are you two actually a thing now or..?"

I blushed and Cindy giggled before piping up, "Well he hasn't asked me yet so I'm going to say 'it's complicated.'"

I blushed deeper and immediately said, "Well, I would have asked but Peter told me awhile back that you weren't into the hunky jocks types so I thought I didn't have a chance."

Cindy cocked a well groomed eyebrow at Peter and said, "Oh and how do you know my type, Peter Parker?"

He blushed and said, "Well - well you turned down Flash Thompsan and I figured..."

But he blushed and started grinning too, realizing how dumb his conclusion sounded now. I turned to Cindy and asked, "So, you doing anything Friday night?"

Cindy looked up as if considering and said, "Well, you know, I don't think that I do. Do you have something in mind?"

I chuckled and said, "I have a few ideas but I'll wait so that we don't have to discuss this within ear shot of children."

Peter left off sipping his drink to look around with a fown. "I don't see and children, Miles - oh..." and he blushed as Cindy and I stared at him expectantly. "Very funny, you two." he muttered before we went back to our conversation.

We finished our food and got our homework done before dropping Cindy off at her dorm. She gave me a kiss on the cheek and a hug before going to bed. Peter looked pleased and didn't tease or anything. I think he was really happy for both of us. We headed back to my house and went straight away to bed.

* * *

School was extra typical the next day. Flash shouted insults and tried to roast Peter on social media. Eddie Brock offered to take Flash out and Peter good naturedly declined the offer. Brock sat with us at lunch and Peter and I noticed him carrying a satchel. "Hey, what's in the bag, Eddie?" asked Peter. Brock blushed and pulled out a camera. "My counciler said that I need to find a hobby that will help me manage my anger. She said that I should take the passion that turns into anger and focus it on something else and I really like taking pictures so..."

Brock shrugged self-conciously; Peter smiled and said, "Hey, that's great, buddy. Do you have any pictures on you?"

Brock pulled out six pictures - a couple of students, a couple of the school buildings themselves during sunrise and a few others. I nodded and said, "Those are great, Brock. Damn! You must have gotten here really early to take some of these."

Peter agreed enthusiatically and Eddie grinned. "Thanks, guys."

Peter ran into Gwen Stacy after out last class and they headed off together. I chuckled to see them head off towards one of the lounges before leaving to meet Cindy.

* * *

 _\- Peter Parker_

It was a great time with Gwen. I don't know why she said that she needed help with chemistry. She seemed to have a great handle on it and we got finished up really quickly. In truth, we probably spent about an hour and a half on homework. The next two and a half we just talked, drank coffee and got frozen yogurt. I was amazed at how comfortable I became and how quickly I did. Gwen was so beautiful, intelligent, funny and just plain cheerful. She wasn't afraid of tossing snarky remarks back and forth with me. I hadn't realized that my phone had died so when a couple of police officers came up to me and Gwen. "Mister Peter Parker?" one asked and I looked up and grinned. "Evening, Officers; everything okay?"

They both looked grim and said, "Can we talk to you in private?"

I suddenly felt misgivings but nodded befored I turned to Gwen and said, "I had a lot of fun. If you need anymore help with your homework, just let me know. If you just want to hang out, let me know then too."

She nodded and hugged me before heading out to her car. One of the officers said, "You should probably sit down, young man."

I really felt myself getting anxious as I sat, a cold feeling of dread shooting up and down my spine. I waited as the older man said, "I'm afraid I have terrible news, Mr. Parker. A small gas station was robbed earlier and the perp jacked a car. I'm afraid he took your uncle's car and shot your uncle to get it. I'm afraid he was dead when the ambulance arrived."

I was shocked. This couldn't be. This really couldn't. I nodded at them dumbly. "What happened to the shooter?"

The other cop said, "He was pinned in an abandoned house and killed by the police. I'm sorry, Mister Parker."

I couldn't even think. My emotions were numb and the police said, "Can we take you home?"

I nodded. They gently led me to their car and took me home. Aunt May was there on the couch, her eyes red and her cheeks still wet from her tears. I saw her and immediately, my shock was gone and all the pain and hurt and fear welled up in me and I was overwhelmed. The last I remembered before grief completely took over was sitting next to Aunt May and cradling her in my arms as we both weaped.

* * *

 _\- Miles Morales_

The last few days had been hard. Peter hadn't gone out to do any of his rounds as Spider-man. Mostly, he had shut himself off and at the wake, he just looked distant and blank. When we all showed up - myself, Harry Osborn, Eddie Brock, Gwen Stacy, Cindy Moon and so on - he seemed to brighten ever so slightly and thanked us for coming. With tears in our own eyes, we gathered around him, hugging or laying hands on him and offering our condolences. His Aunt May came over and we included her in the hug. She was smiling with red eyes and thanking us. The funeral was very touching and Ben Parker was laid to rest. As much as we wanted to go home with them and make sure that they were okay, we all knew that they needed some time to grieve. Suddenly, Peter and May looked at myself and Cindy. "Thanks for coming. I'll see you both later."

I felt myself aching to comfort him somehow but all I could manage was to give him a rough hug. Cindy hugged him and kissed his forehead tenderly. They went home and I sighed to Cindy, sitting down on a chair. "This is so hard for them;" said Cindy. "I don't know how to help them."

I nodded and said, "I don't know how we can at the moment. I guess we just need to be there for them when they need us but, right now, they need to grieve."

Cindy sat down beside and comfortingly wrapped her arms around his arm, laying her head against his shoulder. "We'll be there for them. Are you doing okay?"

I nodded. "Yeah. I mean, I knew Mr. Parker pretty well. He was a good man and a great father-figure to Peter and I respected him greatly. He's gonna be missed greatly."

Cindy nodded against my shoulder. After awhile, we stood and I asked, "Are you hungry, Bae?"

Cindy sighed and said, "Yeah, I could eat."

* * *

 _\- Peter Parker_

I woke up lying on the couch with a blanket over me. Aunt May must have gone to bed. I couldn't sleep anymore. I was restless and still filled with grief. Quickly, I ran up to my room and closed the door, locking it behind me. I shoved a body pillow under the blanket as well as a second regular pillow, making the shape of someone who was curled up. For the finishing touch, I put a hat on a hoodie with a balloon in the hood for my head. Quickly, I changed and dove out into the night, running as fast as I could. It was a mile or more before I got to a bridge and swung up into it, launching myself towards the city. After about a half our, I landed on the roof of a tall build and climbed over to a gargoyle. From their, I just gazed out over the city. My phone was in a zipped up pocket, playing the police scanner but I really wasn't listen. What was life going to be like without Uncle Ben? His military benefits would help provide for us and Aunt May still worked as a kitchen manager at a restaurant. Money wasn't the issue. We would be comfortable at least, though nowhere near wealthy. I was more worried about how Aunt May would do. I could only imagine having the love of her life dying and how hard it could be but I was sure my over active and vivid imagination didn't come close. Tears began to go down my cheeks again.

Suddenly, I heard the rapid thumps that indicated a helicopter. Looking around, I noticed that it was a really advanced, fancy looking dark gray air craft of some kind. It had wings but in the wings were propellers of some kind, may it an advanced Osprey or something like it. I was amazed at it, the physics boggling me. It lowered to the building I was on and I leaped back to the top of the roof. When the aircraft was still twenty feet up, a dark figure leaped out and landed. My spider-sense wasn't going off but I mentally prepared myself anyway. The aircraft took off and began to circle overhead. I relaxed when a familiar voice came from the approaching, shadowy figure. "How's it going, Spider-man?"

It was Captain America. He wasn't in his spangly combat outfit and he didn't have his vibranium shield on his back. I pulled my mask off and said, "I'm doing alright, Captain Rogers. How are you?"

He put a hand on my shoulder and said, "No you're not, Peter. My most sincere condolences about your uncle. By all accounts he was a good man."

Tears began to roll down my cheeks again and, embarrassed, he turned away, wiping them. Captain Rogers sighed and said, "If you want to talk..."

I couldn't help but smile. I imagined Captain America being a nice guy and all but I never though he'd be the guy to talk to a said high school kid. Looking back at him I said, "Thanks, Captain but I wouldn't know what to say."

He nodded thoughtfully before putting a hand on my shoulder and directing me over to a set of air units on the roof. "When I was your age, I lost both my parents in World War II. My dad died in a cloud of mustard gas and my mom in a hospital that took a German bomb. They died less than six months apart. It was the hardest time of my life. If it wasn't for my best friend Bucky Barnes, I'd have been in an even harder spot."

I nodded. We sat quietly for awhile. Everything my uncle ever told me ran through my mind and I suddenly remembered the bag of cash I had stowed away from the armored car heist. Guilt filled me and I looked down, ashamed. Even if they wouldn't have missed it, that was still stealing and still very wrong. With a sigh, I said in a quiet voice, "Captain, I need to tell you something."

"Go ahead;" he replied. After several seconds of silence, I said, "A couple nights ago, I hit an armored car robbery. A group of well equipped, ridiculously armed guys. They looked professional. I was super careful and took them down. I heard over the scanner that their were supposed to only be fourteen bags. When I counted them and gathered them, their were fifteen. I shouldn't have but I took the fifteenth one and hid it in the trunk of an old, rusty white ford in the southern corner of that abandoned dump just outside Brooklyn."

Captain America was silent before sighing and saying, "I know."

I looked up a little sharply. "You do?"

He nodded and smiled a little sheepishly. "That is the official reason I'm here, to ask you about it. Thank you for telling me. I'll have Widow and the Hawk pick it up. In truth, though, I was going to come find you anyway. You're a good kid and I wanted to be sure you're okay."

I nodded with a tiny smile. "I will be;" I whispered and I knew it was true. I would be okay, even if it took awhile. Captain Rogers stood and stretched. "Well, Peter, I have to go. Keep fighting the good fight and remember everything your uncle taught you. You do that and you'll be just fine. Hey, here's my number and on the back is the number to our building. You need any help, you give me or that building number a call."

I nodded and, feeling a little presumptuous, texted his cell number, saying as I did. "Same to you. If you need an extra body, just call the number and I'll help however I can."

Captain America smiled. "Thanks, Kid. Go on. Do great things."

I nodded and pulled my mask on. As the weird plane-helicopter hybrid picked up Captain America, I was swinging through the city, intently listening for trouble both on my scanner and in general. Fervently, I promised myself to never repeat that mistake. If it didn't feel a hundred percent right, chances were, it wasn't.


	8. Chapter 7: Can't Save Everyone

_\- Peter Parker_

The Fall semester came to an end quickly and the holidays were fantastic. Aunt May and I feared Christmas and News Years because Uncle Ben always took them so very seriously. We had Christmas parties and New Years parties that Uncle Ben had shelled money away for all year long. But this year was hard. It helped that the Morales, Cindy Moon, the Osborns and the Stacies threw a party for us and it really helped a lot. Our friends were so good to us. Not only that, during the whole Christmas season, I managed to stop a huge amount of petty crimes. As the Spring semester started, I felt really, really good. Even Flash Thompson's attempts to rile me and my friends didn't ruin it. I think it annoyed him even more that I didn't pay him any attention than when I actually stood up to him. During the day, I took classes, did homework and hung out with Miles, Cindy and Gwen. Gwen and I had gotten pretty close. I was wondering how I was to ask her to be my girlfriend without using so many words. I didn't want to sound like some childish Junior High School kid. When I asked Miles about it, he just shrugged and said, "Cindy and I just talked about it. We were hanging out and she just asked what we were exactly. I said, whatever she was ready for us to be - whether that was just friends or in a committed relationship. I also said that I was ready for a relationship but also willing to wait."

I waited for a couple moments before asking, "And Cindy said..?"

Miles grinned. "Well she said she was ready to take things a step further - hence our new relationship statuses on social media."

I shrugged. I didn't really use social media anymore since, most of the time, I would constantly see Flash Thompson or some other idiot trying to roast me.

* * *

The third week started pretty normal. Classes were going great and everything. During lunch, I was sitting with Miles, Harry, Gwen and Mary Jane Watson and Flash came up with one of his buddies and started trying to flirt with Mary Jane. Miles and I were fine with that, even if it was Flash, so long as he didn't push it too far. When Mary Jane had rejected him a third time, Flash gave up but did turn to smirk at me. "Hey, Parker; you and your boyfriends here having a good?"

I just shook my head and kept eating my sandwich. Gwen, however, wasn't having any of it. In mock shock, she turned to me with a gasp and asked, "Peter! These two are your boyfriends? I never knew!"

I blushed and shook my head. "Flash said it and therefore it must be true;" she continued sarcastically. Flash was starting to get irritated. "Cute, blondie;" he snapped. Gwen said, "Well there is only one way to find the truth in the issue."

I looked at her to ask her how that way when she suddenly grabbed me by my face and mashed her lips against mine. My mind went completely blank and all I could think was, _wow! Her lips are so soft and she smells nice. Wait... is that her tongue?_

When she let me go, I was still a little shocked. After studying my face for just a moment, Gwen looked at Flash with a smirk. "I can say definitively that Peter Parker is not gay - not that there is anything wrong with being gay. I am glad he's not though. I hope to get to do that again."

Flash's mouth worked as he tried to think of something to come back with but, after a moment, he and his friend just walked away. I was still just shocked that Gwen had smooched me right there in the middle of the cafeteria in front of all of our fellow students; not that I was complaining or anything. I wouldn't have minded if she did it again. "Are you sure I'm not gay? Maybe you should kiss me again just to be sure."

That got a laugh out of everybody and Gwen said, "You know, I would but since we aren't really in a real relationship and since I don't want to be known as one of those girls who just kiss random guys all the time, so..." and she shrugged and looked at me expectantly. I chuckled at that and said, "I see. Well I'd hate for you to gain a nefarious reputation."

And I kept eating my sandwich while my friends continued to look at me expectantly. I looked at each of them and asked with feigned curiosity. "What?"

Gwen punched me in the shoulder and Miles slapped me across the back of the head. I was actually about to ask her but Harry said, "Shit! We're gonna be late to class! Come on;" and we all jumped and ran out of the cafeteria. I made it up to Gwen later though. When school was out, we were sitting in the library and studying when I decided to go for it. "Well, I've been thinking alot about what you said, Gwen and I think that you were right."

I chuckled a little self deprecatingly at myself. "The thing is I have no idea how to ask because going, 'hey, Gwen, do you want to be my girlfriend' sounds like we're in junior high. But I can't think of anything better. So, Gwen Stacy, are you willing to enter into a committed relationship with me?"

Gwen covered her mouth and began to giggle uncontrollably at my question. I did too. "So that sounded a little over done;" I sighed. She laughed and said, "Oh yeah. That sure was. Regardless, yes, I would very much like to enter a committed relationship with you."

We were both laughing so hard at my word choices and her use of them that we were both almost rolling off our chairs. When we did finally regain some margin of control over ourselves, she smiled and said, "You just did it to get another kiss, didn't you?"

I blushed and said, "Maybe...no. I did it because I think you're an amazing person and I want to get to know you better. A kiss is just hopefully gonna be a nice perk."

Gwen suddenly smiled with a bit of an odd smile. "I'm hoping that you're looking for more than just a kiss at least at some point, Peter or I am going to find myself seriously disappointed."

I blushed and said, "Whenever you're ready. I'm willing to wait as long as you'd like."

"I appreciate that. Anyhow, I hate to but I need to go. I promised I'd go to the game with my Dad;" she said. I laughed and said, "Oh so sad - leaving me two minutes after our relationship begins."

Of course I wasn't serious and I'm sure she knew it. Even so she said playfully, patting my cheek as she did, "Ooohhh, poor baby; here, I'll give you this to hold you over till next time."

She leaned in and gave me another kiss. It was too short and she left with a smile and a quiet, "See you later, Peter."

I sat for a couple minutes, just smiling and blissfully letting my imagination run away with me. Suddenly, my phone went off. It was Miles. "What's up, man?"

He sounded strained. "Peter, there is an active shooter situation at Empire State University. Be careful."

I nodded and said, "I'll drop by later, buddy."

I had made a habit of keeping a gym bag in my locker with one of my costumes in it and I quickly ran and got changed. It didn't take me long to get to ESU and I could sense the tension. There were Cops and ambulances surrounding the main building. I swung up to the building and landed on the wall where I clung to it. I climbed around until I found a cracked window and slipped inside. The lights were all down and I didn't see anyone at first. I was about to slip into the hall when I heard i - gunfire. It scared me to death, not for myself. I could practically dodge bullets. But those college students and teachers-

More gunfire and screams rose and I bolted towards them. Around the corner came a group of students. They were terrified. To get out of the way, I jumped to the ceiling. They didn't even seem to notice me as I crawled above the students. I dropped when they passed and as I two men - two college age kids rounded the corners. They had rifles of some kind, hand guns in holsters and wore body armor. It was a quick draw contest then - me with my web spinners and them going from lowered rifles to raised and firing rifle barrels. Good news is that I had way faster reflexes. I was able to yank them out of shot and then out of their hands. When they went for the pistols, I webbed their hands to their holsters and guns before springing at them and knocking them both out in a couple well controlled, well aimed blows. After webbing them securely together, I lowered them out of the window to the grounds below. That done, I turned to see all the students. They were looking at my a little oddly. After an awkward silence, I snapped out of my daze and said, "Come here. I can get you outta here."

I spun a strong rope ladder and let it fall out of the window. One of the students blanched. "Are you kidding? We're like ten stories up!"

He had a point. "Look, I'll make sure that none of you fall. I'll make some webbing that can work as harnessed and you can climb down one at a time."

Suddenly, four big guys said, "No. Just spin us some webbing enough and we'll take care of the rest. You need to take out the other shooters."

Even though they couldn't see it, my eyes went wide. "Other shooters? How many of them were there?"

One of them shrugged. "Six, I think."

I nodded and began spinning thick strands of webbing, expending an entire cartridge worth to make sure that there was more then enough. I reloaded my web cartridges and said, "You all take care of each other. If you don't think you can do it, just barricade the door and wait for the police and fire department."

"We're ROTC. We got this;" said one of the guys as he began rigging a sling for one of the other students. I didn't stay to argue. I ran as fast as I could out and down the hall. While I ran, I listened to my police monitor. "No demands have been forth coming yet but according to advanced infrared scans, the majority of the students are being held in the large common area. Wait! It looks like a group of kids are climbing out a tenth story window on the west side of the building! Unbelievable!"

I grinned. They were doing it. They were escaping. It wasn't long before I came to the overlook and saw below me almost a hundred college students. From where I stood, I saw another three guys with guns. I couldn't help but grin. This wasn't going to be hard. I leaped down and fell six stories before using my webbing to pull myself to a wall. From there, I climbed down to the ceiling and above one of them. I dropped behind the boy, wrapped one arm around his neck and used the other hand to cover his mouth. I dragged him into an alcove with three office doors in it before knocking him out and webbing him to the ceiling. From there I slipped out and saw two more gunmen grabbing a pair of college girls and dragging them towards a faculty break room where no one else was. As quickly and quietly as possible, I made my way there, leaping, crawling and running and I managed to slip in the door just before it stopped. I heard one of the gunmen growl. "Take them off. NOW!"

"PLEASE! DON'T!" begged one of them. "I said-" but the thug didn't get the chance to finish his sentence before I webbed and yanked them both away and pummeled them into unconsciousness. After, once again, webbing them together and their mouths shut. That done, I turned to the two girls and said, "Are you okay?"

"Yeah;" they both said as they rushed over and hugged me. "Thank you!"

I patted them and said, "Stay here. I'll drag the thugs out and finish the last two gunman."

"There are three left;" said one of them. I groaned and said, "Really? The last student I talked to said that there were only seven."

"No," the other said, "there were eight."

"Well thanks. Stay safe;" I said before dragging the two thugs out and leaving them in a corner. That done, I turned a corner and looked into the eyes of the three gunmen, all looking down the barrels of their guns at me. My spider sense tingled out of control and I leaped, shooting a line of webbing up and spun through the air, handily avoiding bullets. As I spun and swung through the air, I waited for their rifles to run out of ammo. They all did around the same time and I was on them fast and hard. It was over in a minute. They lay unconscious in a heap. Again, I webbed them up and then went over to the rail. "I swear, if there are any more gunmen in here, come and get me."

Silence. "Hey students, any more of those thugs around down there?"

More silence until one of them said, "No, not that we can see."

"Great! Carefully and in an orderly fashion, head for the door. I'll make sure the bad guys as packaged for the cops."

They began to file out and I gathered all six of the gunmen and left them in the middle of the commons area. From there, I went from floor to floor, from bottom up looking for injured students. When I found the first one, I froze. It was a girl not older than eighteen, just a year older than me. She was dead. I felt my gut tighten and ran to a restroom, throwing up in a toilet. That was the first time I saw a dead body outside of a coffin. Fortifying myself I went back out and closed her eyes before moving on. Even though the bad guys were subdued and a lot of students were saved, that was one of the worst days of my life. I found over a dozen college students who were dead - another eleven were injured. I was able to get them down to the ambulances in time. I heard later that they were all saved.

* * *

 _\- Miles Morales_

I was scared for Peter. I was every time I knew that Peter was out doing his thing as Spider-man. Cindy and I both were and we spent most of our time holding each other and checking our phones. When I finally got the call, I answered quickly. "Peter! Are you alright?"

The voice on the other end sounded hollow and exhausted. "I'm fine, Miles. No injuries. I'm heading to the Bugle. Could you pick me up?"

I was so relieved that I stood and began grabbing my shoes and coat as I answered, "Of course! I'll be there in fifteen minutes."

Cindy actually yelled, "I'll be there too!" as she also grabbed her own shoes and coat. We ran out the door and jumped in the car. When we got there, Peter just climbed in. One look in his face told us everything. Something bad had happened. We zipped home and got Peter to my dad's house. My dad was actually out with some Navy buddies still so we wrapped Peter in a thick blanket and got him a cup of hot tea. When we were all settled, Cindy asked him quietly, "Peter, what happened today?"

He was quiet for a minute before saying, "There were eight active shooters on the campus. I don't know why they were doing what they were doing but I managed to stop them but not before they killed a dozen students and injured eleven more. The rest made it out alive. I ran through the building to make sure that there were no more gunmen or injured students. They were just laying there - still warm; like they could just wake up and ask for help but they didn't. The injured students were screaming. They were begging for help and I did what I could."

Peter was silent again, looking down at the cup of tea in his shaking hands. After a very long pause, he looked up with tears rolling down his cheeks. "That's the first time I've ever seen a dead body like that."

Cindy wrapped arms around him and began to comfort Peter. "It's okay, Peter. It'll be okay. Shh shh sshhh."

I did the same and said, "Peter, you did a lot of good work today. Do you hear me?"

"But I should have done better. I should have been faster. If I have these gifts and I can't use them to save people-"

Cindy took his chin in one hand and forced her to look her in her eyes. "You listen to me, Peter Parker; do you think that any of those students would have made it out alive? Do you think that the injured would have received aid as quickly as they did? You are a HERO. You saved dozens of lives, but even you can't save everybody. You are a superhero, Peter, not God."

I thought that was a little harsh but, to my surprise and after a moment of silence, Peter sighed and said, "I know I can't but I still feel like I failed them."

Suddenly, there was a knock at the door and I went to get it while Cindy and Peter sat on the couch. When I opened the door, a gorgeous redhead in a black coat stood there. She was on the short side but, holy hell, she was gorgeous. With a friendly smile, she asked, "Is Mr. Parker here? I need to talk to him about something important."

"I'm right here, Miss Romanoff. Can I help you with something?" asked Peter. The woman said, "Yes. I need to discuss the college shooting with you."

Peter nodded and said, "My friends know, Ma'am. You don't need to hide anything."

She looked sympathetically and said, "Unfortunately, we are going to discuss some highly classified stuff. While I think it brave that your friends know your secret and support you, this is something that requires some serious confidentiality."

Peter nodded and said, "I'll grab my coat."

Cindy and I looked at him with concern but he smiled and said, "I'll be alright. You guys are the best friends ever. I'll see you at school tomorrow."

Cindy and I sighed and she said, "Wow! Who knew that Peter had such hot friends?"

I nodded and said, before I could stop myself, "Uh-huh."

She turned and punched me on the arm. "Excuse me, Mister; so you think she's hot, huh?"

I chose my words very carefully. "Sure. But women like that are a dime a dozen. I'm interested in true beauty."

It had the desired effect. Cindy blushed and said, "You're so full of it - but thanks."

We went back to the couch and cuddled up before flipping the television to watch some Netflix.

* * *

 _-_ _Peter Parker_

I followed Agent Romanoff to a very nice care. "Hop in, Kid. We have to discuss the school shooting."

She was all business now and I knew I'd better take this seriously. "What can I do for SHIELD today?"

Widow turned the vehicle on and pulled into the street as she replied, "What do you know about the gunmen at ESU today?"

I thought about it and cleared my throat. "My friend Miles called me and told me that there was an active shooter problem there. When I got there, I eliminated eight shooters armed with assault rifles and hand guns as well as bullet proof vests. It looked pretty high tech but I couldn't tell you whether they were military grade or not. All I know is that their assault rifles were just that that because they were fully automatic. Twelve students were killed, eleven others were injured. That's about it."

She nodded, considering my words before saying, "Well I was hoping for a little more information than that, Spider. Captain America thought you'd be more helpful."

"Well if you told me what you were looking for, I might be a little more helpful;" I said, a little miffed. She reached over and patted my cheek, saying with a bit of a smirk, "Calm down, Honey. I'm not blaming, patronizing or belittling you, I'm just frustrated. Look;" and she pulled into an alley, shut the car off and said, "step out real quick. I'm about to tell you something I really shouldn't and the car is always bugged."

We stepped out and she laced her arm through mine, heading down the alley a ways before saying, "Listen, Spider, those kids weren't students at that school - something that the police and so on won't find out. They were planted there specifically for the purpose of that school shooting. Also, there weren't only eight of them. There were ten it's just that two of them slipped out during the beginning stages of the attack after stealing something from the research labs."

I was shocked and asked, "Okay, what did they steal?"

Black Widow shook her head with a sigh, "That, I can't tell you, I'm afraid. The issue is, they didn't get everything they wanted, though and it was moved to the Oscorp Corporate HQ. I'm fairly certain that whoever did this is going to try again and they aren't going to be using brainwashed orphaned kids raised to be tactically savey mass shooters. SHIELD is going to be keeping an eye on it but, if you don't mind, Captain Rogers would appreciate it if you did the same. He asked my to try and slip you intel whenever something looks to be close to going down there so that you can be there."

I was a little surprised. "SHIELD and the Avengers want my help? What can I do?"

She laughed at that. "Well, you have superhuman reflexes, can climb on walls, have a killer sense that tells you when danger is eminent, are super strong - I could keep going, Honey but I think you get the point. Not only that, you are a biological and chemical genius. Did you know that Oscorp AND Stark Industries have been trying to make a web spinner and web fluid like yours? Tony Stark has been talking about hiring you after you graduate Highschool."

I was shocked. First Norman Osborn and now Tony Stark wanted to hire him. Agent Romanoff was smiling again and said, "Director Fury wants to as well. You have a list of high paying, high profile potential employers. If you want my opinion, I'd start your own business and bump all of them off - just a tip."

I laughed. A slightly awkward silence followed and she said, "Well I need to get to the rendezvoused point. I'll drop you by your house on the way."


	9. Chapter 8: Over-Watch

_\- Peter Parker_

I spent the next five weeks keeping an eye on Oscorp and Stark Industries. At one point, I was looking over Stark Tower and the War Machine thumped to the crete beside me. "Can I help you, Webhead?"

I looked at him and said, "Webhead? Is that what they're calling me now? Anyhow, I'm just stopping here on a patrol for a quick break. Mr. Stark sure knows how to build a pretty tower."

"I'm pretty sure Iron Man and I can take care of the security of this building - and security of the city for that matter." said the metal suite, his voice ever so slightly patronizing. I just looked at him and said, "Really? Just in the past two weeks, I've stopped four murders, seven rapes, twenty armed robberies, numerous muggings and two carjackings. Where were you and the other tin man exactly?"

The blank faced mask stared at me. Finally, War Machine replied, "That's for the local police, not for superheroes."

I suddenly felt cold and angry. This man just insinuated that the suffering of the average person wasn't important enough for him and Iron Man. "In other word, you're too good to protect people. Let me tell you something, Rhodes, without one of Stark's tin suits, you're just a military officer and a pilot - nothing more. You and Stark aren't superheroes. You're men with some fancy tech and Stark's money."

I stared into his blank mask, waiting for him respond. Finally, he said, "Careful, Kid. It's dangerous out there;" and with that, he took off, blazing into the night with the sound of his repulsers. I wanted to hit somebody really badly so I took off towards the Oscorp Corporate Headquarters and kept my phone on the police scanner. It turned out to a boring and frustrating remainder of the night.

* * *

 _\- Miles Morales_

Sometimes it really urked me that Peter was out there doing what he did while I was sleeping safe and sound in my bed. When he showed up the next day, clearly in a bad mood, I knew it was going to be a rough day because I was in a poor mood too. Thank goodness for Harry and Gwen. They always seemed to cheer us up. Gwen had a strange way of detecting Peter's moodiness and curing it and that helped me too. Harry was just reinforcement to our moods and by lunch, we were mostly back to normal. While he was eating his sandwich, Gwen rubbed Peter's back and asked, "So what had you so riled up this morning, Babe?"

Peter sighed and swallowed a mouthful of food before replying, "I just didn't get much sleep last night. That's all, Gwen. How about you, Miles? You seemed a little moody, too."

I myself just shrugged. It didn't matter because it was stupid. I had been jealous of my friend and over protective of him. "Nothing. I just wasn't feeling at a hunderd percent. Anyhow, only a few more classes today. Do you two love birds have any plans?"

Peter swallowed another bite of sandwich before grinning at Gwen and saying, "Actually, I've been meaning to ask about that. Are you busy tonight? I have grilled cheese burgers, baked beans, homemade fries and homemade milkshakes if you're available for a date tonight, Gwen."

Gwen smiled beautifully. I swear if there wasn't a different woman in my life, Peter would have some competition. "That sounds wonderful, Peter. When should I have my dad drop me off?"

Peter sat up a little straighter. "I'll have my aunt's car tonight. I can pick you up."

Gwen smiled even wider and hugged Peter from the side happily, kissing him on the cheek. I chuckled and immediately decided that I was going to make sure that I asked Cindy out for the night as well.

* * *

The rest of the day went quickly and I called Cindy. "Hey you;" she said and I could hear the smile in her voice, "I was just about to call you. How was my baby boyfriends day at school?"

I chuckled and replied, "You know that when I see you, I'm going to tickle you until you pass out, right? My day was good. How was your day? Doing anything later?"

"Well I'm hoping to see my boyfriend at some point. You know him - he's this tall, dark and handsome young man, a jock type. But he's still in highschool so I feel like a cradle robber."

I chuckled and said, "Well that jerk better remember what he has cause you deserve only the best."

"And I'm only getting the best so far. Anyhow, what are we doing tonight?"

I couldn't help it. "Well, you should ask your boyfriend."

The reply was quick, "Good point, bye."

The line went dead and I looked at my phone. What the hell just happened? Suddenly, it rang and it was Cindy. "Um... Hello?"

"Hey, Babe. What are we doing tonight?"

I chuckled and said, "Well I could pick something up for dinner or we could go out or I could cook something for us. I make a mean hamburger helper."

The laugh on the other end was beautiful. I always loved making her laugh. Even if I was in the worst mood, Cindy's laugh made me feel better instantly. Her reply came after. "I have the hamburger. Grab a box and a can of biscuits on the way over. I'll pick out a movie to watch and we'll make a date of it."

"I'm on my way, Beautiful."

* * *

 _\- Peter Parker_

When I walked through the door to Aunt May's apartment, I was surprised to see Miss Anna Watson and her niece Mary Jane sitting in the living room with Aunt May. I smiled as I walked it and set my bag by the door. "Hi. How's it going?"

Mary Jane smiled and waved and Aunt May said, "Hi, Peter. I hope you don't mind but Anna and Mary Jane are going to stay for awhile. Their house has a nasty mold problem and I felt bad about them getting a hotel till it was fixed. Fixing the mold problem will be pricey enough."

I smiled as my heart sank. This was going to be awkward. "Sure. No problem. Do either of you need anything? I'm heading into the kitchen;" I replied. They both declined politely and I went in, about to call Gwen and tell her the news. Suddenly, Aunt May came in behind me, ringing her hands anxiously. "I hope that's okay, Peter."

I turned and smiled at her. "I think it's a great thing. The only thing is I had planned a date with Gwen Stacy here tonight and now..."

I trailed off and Aunt May clapped her hands to her face, blushing deeply. I chuckled and said, "I'll just ask her if she wants to do it another time or maybe somewhere else."

"I'm so sorry, Peter;" said Aunt May, still looking mortified. I laughed and said, "It's okay. I should have asked first before making plans. Anyhow, go back out to our guests. I'll change plans and I'm sure Gwen will understand."

Aunt May looked like she was uncertain until I gently ushered her back towards the living room. "Go on, Aunt May. I'll make the call and then I have homework to do."

She smiled gratefully and kissed my cheek before leaving. With a very unsatisfied sigh, I called Gwen. "Hey, Gwen. So interesting development - the Watson's are having a mold problem at there apartment and my Aunt invited them to stay here until it was taken care of so I was wondering if we could alter our plans tonight a little."

There was silence and then she came back cheerfully, "Sure. What do you have in mind?"

I smiled in relief and said, "Well, I can cook all of the stuff up and we can do a picnic instead. What do you think?"

"That sounds super romantic, Peter. Are you still picking me up?"

I was glad to hear how excited she was. "I sure am. Be ready by, oh I don't know, seven o'clock?"

"Great! I'll see you then, Peter."

The phone clicked and I was even more excited than I had been before. Quickly, I grabbed a large can of baked beans, some onions, some tomatoes, some cheese, the frozen burgers and the buns. I also grabbed butter and several pans as well. I put them all in a copy paper box I found in the basement and headed towards the back patio, grabbing my book bag on the way out. As I passed by, Mary Jane looked up and asked, "Hey, Petey, what are you up to?"

I blushed and said, "Nothing, just getting ready to hang out with Gwen Stacy tonight. We're having a picnic."

Mary Jane smiled and said, "Awww... Peter has a date tonight! That's so sweet! Let me come help you!" and just like that, she was right behind me as we headed back out to the patio. I wanted to tell her that I was okay but one thing about MJ was that she really did what she wanted so there was no arguing with her. I chuckled and fired up the grill. As we worked, Mary Jane asked, "So, you and Gwen, huh? When did that start and how's is it going?"

I chuckled and shrugged, "It's going great so far. It officially started a little over a month ago. She's pretty great. Sometimes," and I paused, wondering why on earth I was about to tell Mary Jane this but I just felt so comfortable talking to her. "Sometimes I wonder what makes me so special and why she likes me so much."

"What?" asked MJ, her green eyes wide and she put a hand on my arm. "Why would you wonder that? You're smart, you're sweet and you're - well - you seem to be getting pretty jacked too. Pete, when did that happen and why do you wear clothing that's a size and a half too big to hide it? You could have almost every girl in school if you wanted right now, especially since you're the reason a good seventy percent of us got A's last year. Any girl, including Gwen Stacy, would be lucky to have you and don't you forget it."

I could tell my cheeks were burning at her words. While I was grateful for them, I was also a little embarrassed. "Thanks, MJ;" I murmured. She patted my back with a smile and said, "No problem, Peter."

We were quiet for awhile before I asked offhandedly, "Is there anyone special in your life?"

To my surprise, she herself blushed and said, "Well... yeah. Flash and I are dating."

I nodded my head, discarding the first dozen responses before deciding that. "Oh, I see."

She lifted her hands and rushed to explain, "Look I know he can be a jerk, Peter but he can also be sweet and he can be sensitive and caring. He acts like that because his home life is hell - his father is abusive and his mother is an alcoholic to deal with it. I can relate to that, which is why I live with my aunt now and not my parents. I think that, given the chance to be a decent person and if he can be shown compassion and care, maybe he can become a better person."

There were so many things I wanted to say, how it wasn't her job to fix him, how she should be a relationship because she genuinely liked him and not because she wanted to, that she deserved better. Instead, I just whispered, "Just make sure he treats you right and that you really want to be with him."

She suddenly smiled shyly and said, "I do and he does. Anyhow, how are those burgers looking? You don't want to burn Miss Stacy's dinner."

I chuckled and we turned our focus back to the food.

* * *

 _\- Miles Morales_

I arrived at Cindy's dorm with a box of hamburger helper, a can of biscuits, some fruit, and some veggies we could roast. I was very excited and when Cindy met me by the door, I couldn't help it. I dropped my stuff and took her in my arms, kissing her passionately. She smiled into the kiss and when we separated, Cindy said, "Hi. Come on in. I'm getting kinda hungry."

We went inside and headed towards the small kitchen on the ground floor. There was a dining room table there with flowers, candles and dishes waiting. I couldn't help but chuckle and say, "I thought I was supposed to be the one who set's up this romantic date. Now it looks like all I'm doing is cooking."

Cindy chuckled and said, "That's okay."

She went over to a MP3 player and hit the play button. As soft music played and I cooked, we talked about life, school and our plans when we graduated. Well, when I graduated. She would still have another three years of college. The one thing we didn't talk about was Spider-man. We could both tell that it would quickly become a source of contention among us if we let it so, especially when Peter wasn't there, it had become an off limits topic. After we had eaten, I stood up and proffered my hand. "Want to dance?"

Cindy smiled with pleasure and stood. For almost an hour, we just swayed together quietly to the soft music. It turned out to be a great night.

* * *

 _\- Peter Parker_

My date had gone so very well and I was on the way home from Gwen's after dropping her off. My lips still tingled and were still slightly swollen from the burning kisses we had shared. I had separated from her just in time for the porch light to turn on and the door to open and Captain Stacy to be standing there, a barely hidden smile on his face. "You can invite Mister Parker in if you like, Sweetheart."

I lifted my hand and said, "That's okay, Captain Stacy. I need to get home anyway."

He nodded and, with me standing right there, he asked, "Did you have a good night, Gwen?"

She smiled happily and said, "Most definitely. Peter treats me so well, Dad."

I blushed and looked down bashfully. "I'm glad to hear that. Well, come on in out of the cold, Honey. Mister Parker, have a wonderful evening."

They went inside and I headed back to my car. Halfway back home, my cell phone rang. Thinking that it was probably Gwen, I answered, "Hello?"

"Parker, it's Romanoff - we need to meet really fast. Can you meet me at the convenient store two blocks from your aunt's house?"

When I reached there, I found the Black Widow waiting for me, leaning against a limousine. Immediately, I was leery. "What's going on, Agent Romanoff?"

Just then, out of the limo stepped a another six individuals - Steve Rogers, James Rhodes, Tony Stark, a blond woman, Nick Fury and a woman who I could only assume was his assistant director Maria Hill. My unease increased. Nick Fury smiled and said, "Relax, Spider. We're here to ask for your help, not tell you off for giving it to us. Cap, would you like to explain?"

Captain America nodded and came around the limo, leaning against it before saying, "You've been doing a lot of good work, Peter. According to NYPD, they have been bored senseless over the past months."

Both Tony Stark and Rhodes rolled their eyes but stayed quiet as Captain America continued, "So Mister Stark is hosting a huge science exposition. Oscorp, Hammer Industries, Advanced Idea Mechanics and several other major companies are going to be exhibiting tech there. We would like two things from you. First, we would like you, representing Midtown High at the exhibit with your webspinner - the big one you made in junior year, not the little ones. Second, our intel suggests that whoever used those kids to start the mass shooting at ESU is going to hit the Expo."

My mouth must have been hanging open because Black Widow reached up and closed it for me. Assistant Director Hill crossed her arms and said, "Well, what's your answer, Mister Parker?"

I cleared my throat and said, "And why do you need me? I'm just a a guy who helps the little person, stops rape, murder, robbery and little things like that?" and I shot a look at Rhodes. He stared coolly back. Captain Rogers put a hand on my shoulder and said, "You have a sense and a mobility that no one else has. Rhodey will be to worried about acting like Tony's lead security operative, Tony is attending as the host and the rest of us just don't have your set of skills and abilities. If you wear your costume underneath your clothes, you'll be able to mobilize much more quickly. I'm gonna be representing SHIELD and the Avengers specifically and Natasha will be my plus one. The last favor, and it's probably going to be the most difficult one we're asking you, is to take Agent Bobbi Morse here," and he indicated the blond woman, "as your plus one."

I nodded my head slowly. That was the hardest request. The rest of it was awesome, helping the Avengers and SHIELD, I always had to check my ego at the door because that sure stroked it. However, the idea that I would be taking anyone but Gwen on a date would definitely make me feel guilty. "If you don't mind me asking, why can't you have someone else take Agent Morse as a plus one? I just..." and I shrugged sheepishly, "I don't really feel comfortable doing it."

Rhodes rolled his eyes. "If we have too many Avengers showing up to the event, the event will become about us. That's why Agent Morse and you are going as our incognito. She's not known and you're just a nobody - no offense."

I rolled my eyes, "None taken. Ugh... how am I supposed to explain this to my girlfriend? Clearly this is important and I want to help how I can, but..."

Agent Romanoff put a hand on my shoulder. She offered a sympathetic smile and said, "Look, Peter, I understand your hesitation and, in truth, its noble and admirable but as you said, this is extremely important. The tech there is going to be the best in the world, exhibits from over a dozen international companies and our intel is very compelling. I know you don't like it but just tell her that you need to go."

I sighed and rubbed my temples. Man, this sucked. I knew I needed to help how I could. With a resigned sigh, I said, "Okay, I'll do it."

The air around me relaxed visibly. Agent Morse reached into the limo and pulled a case out. "Here, Parker, take this. It's a new suit designed by a friend of SHIELD and the Avengers. It's an upgrade to that homemade costume you have. Hope you still like red, black and blue."

I looked inside and my eyes widened. "Oh this is nice;" I said. It was a strange material that felt smooth and durable. The mask eyes were silver tinted shields large enough for me to be able to see out of. I like the look. I looked up and grinned. "Thank your friends for me. This is sweet. When exactly is this expo gonna happen?"

"This next Friday. I'll have a car sent to pick you up and five-thirty P.M. sharp;" said Stark before he and Rhodes slipped back into the limo. Agent Morse and A.D. Hill did the same. Director Fury inclined his head. "We're very grateful for the extra help, Spider-man. Keep up the good work on the streets."

He followed the others into the car. Captain Rogers gave me a small grin and said, "Heard that Rhodes didn't appreciate you keeping an eye on Stark Tower and that you told him off. What happened?"

I felt my old irritation returning and said, "I was working over-watch at Stark Tower and War Machine suddenly drops in and basically tells me to move off and also insinuates that I'm useless. I told him that no one else worried about New York City and the crimes that happen there. When he replied that it isn't for superheroes, I lost my temper and basically suggested that he and Stark think they're too good to help people in trouble."

Rogers chuckled and Romanoff said, "You have brass for telling the War Machine that."

I shrugged but didn't reply. Rogers proffered a hand and said, "Well, I will see you on Friday. Take care, Mister Parker."

Romanoff agreed and they both got into the limo and it left. As I got home, I realized that I was dead tired. I would worry about everything else the next day.


	10. Chapter 9: Science Expo

_\- Peter Parker_

It was great of SHIELD to give me a stipend to buy a tux - a really, really nice tux, too. Agent Morse wore a black dress and hung on my left arm. She looked pretty good, and I couldn't deny it. When I stepped out of the limo and got the door for her, she gave me a once over. "Spiffy, Parker. You look older than a highschool kid wearing that."

I couldn't help but smile and replied, "Thanks, Agent Morse. You look fantastic yourself."

"Call me Bobbi during this assignment. We are supposed to be on a date, remember?" she said, and the barely detectable sound of disdain was recognizable in her voice. It rankled me but I ignored it. All around us were amazing inventions and brilliant minds. You had Justin Hammer, the man himself, with a large selection of his tech that he wanted to pedal for the U.S. Military. Tony Stark and Colonel Rhodes were by his own invention, an emergency generator utilizing his Arch Reactor meant for hospitals. Norman Osborn was there and my eyes widened at what I saw. They were displaying a set of full body armor from head to two. It was black in color. There was also a platform that they called a glider and a series of weapons that could be used from the glider such as advanced hand grenades. They also had several cylinders on display and a large group were listening to Norman Orborn animatedly explain about it. Realizing that I was neglecting my date, I looked at Bobbi and asked, "Can I get you a drink?"

She smiled pleasantly and replied, "That would be nice, thank you, Peter. Some punch, please."

I went and got a glass of punch for her and one for myself. When I returned, I found her talking to Tony Stark. He looked at me and said, "Hello, Mister Parker. Honestly, I would love for you to explain your spider silk spinner. Such a useful device and compound - I'm fascinated."

I felt myself swelling with pride and the three of us headed over to where my web spinner was displayed. With the spinner itself, about twice as large as a microwave, there were also two dozen vials with some pre-made webbing on display. It had all been made two weeks before, the day after they had told me that they needed me at this event. The thread inside was each as large as a piece of parachute cord and some of them were in various stages of decomposition. One of them was even just a pile of dust. Each vial was labeled but none of them listed all of the chemicals making up the webbing. Eagerly, I explained my machine. "After studying a large number of spiders and how there silk spinners worked and after a friend of mine helped me study what chemicals made up spider silk, I put this together. The chemicals are compressed in these containers here, kinda like silly string. They are fired through here and, when they solidify, they are woven into a thread with these spinners here. I modified this to be able to make it thinner or thicker. I can make it as thin as thread or as thick as a garden hose. Of course, the different thickness gives different strengths."

Norman Osborn, a couple of military aides, an AIM representative and one of Hammer's lackeys were all listening now. "That is something, Mister Parker. Please, can you spin us some silk and display its strength?"

That was Mister Osborn. With a smile and a polite nod, I fired up my spinner. "It can be operated off of a car battery, plugged into a wall or hand operated with this two cranks here."

I opened a valve and then hit two switches at the same time. Immediately, the thread began to be formed. It was about as thick as baler twine. I shut it down after about eighteen inches were produced. I smiled and handed it to Mister Osborn who tried to pull it apart. It was strong, though and he couldn't. Shaking his head with amazement, he passed it around and said, "This is fantastic, Mister Parker. I don't suppose you are thinking of selling, are you?"

I shook my head. "No sir. MY silk spinner is not for sale and neither are the compounds to any of the spider silk."

Mister Stark asked, "Do you have any of this patented yet?"

I shook my head and he pulled a business card from the inside pocket of his coat. "This is the card of my lawyer - well, the one that deals with my patents anyway. Give him a call and tell him I sent you and he'll help you get this machine and the different compounds patented. I'll even pick up the tab as a favor."

My eyes widened. That was a surprise. "Thank you, Mister Stark;" I gushed and he waved it away with a smile. "Just keep this little favor in mind when your graduate highschool. We can talk about a scholarship to get you through college and then I'll get you a job. How does that sound?"

I grinned. He was good. "Very tempting and I will definitely keep that offer in mind."

Mister Osborn came in and said, "Keep this in mind as well: I would be perfectly willing to offer you a scholarship, a job and we can discuss your partnership in my company. Think about it, Mister Parker - you can have a seat on my board right out of college and you'll have a great amount of say not only in the product that you are producing but also everything else this company does."

Then Justin Hammer made me another offer and then some military General and one after the other, they made offers and I felt like a contestant on an episode of Sharktank. As it began to become heated, the sound of shattering glass was heard and I looked up. People in black combat fatigues, body armor and masks propelled downward and they were armed with high tech weaponry - assault rifles and the like. They weren't firing - at least not yet. In through the main entrance came three figures - a man in what appeared to be a bird suit complete with tech-rigged wings that reminded me of Sam Wilson's Falcon suit. Beside him was a large man wearing, of all things, a rhinoceros costume. The last was wearing a suit of green armor and had a tail with a stinger on it. The bird looking man, an older, bald fellow, called out in a cracked voice, "Ladies and gentlemen, please remain calm. There is no need for anyone to get hurt. We aren't here for you. We're just here for all the marvelous technology you brought. Remain calm and let us complete our work and we will leave you all alive, whole and in peace. Resist and..."

His voice trailed off and the green dude with the tall, slammed his stinger into a snack table, breaking the solid wood piece of furniture in half. I suddenly felt very nervous when Bobbi grabbed me and said, "We have to get Stark and Rhodes to the roof so that they can retrieve their armor. Come on."

Quietly and carefully, we began to make our way to an out of sight and out of mind stare well that led to a storage area below the main expo's dome. I looked around and saw that Captain Rogers and Agent Romanoff were surrounded by the thugs, all of whom were pointing their weapons at the two Avengers. Bobbi was trying to contact the waiting strike units outside but apparently the bad guys had brought some kind of scrambling equipment. We had almost made it to the stairwell when a group of the militant thugs saw use. "You, freeze!"

Immediately, Rhodes and Stark tossed small, marble sized spheres at them and where ducked into the stairwell, leaping up two at a time. "We need to get to the top floor. Our armor is going to be dropped to us there;" explained Mister Stark. I nodded and asked, "What about Cap's shield the Widows... whatever those things she uses are?"

Just as we rounded a corner, Stark used a print reader to open what appeared to be a custodial closet and in there were my web-spinners, my costume was already under my tux, Captain America's Shield, Widows wrist things and Bobbi's combat sticks and other gear. "Spider-man, get the shield to Cap and the stingers to Widow. I'll get Mister Stark and Colonel Rhodes to their armor."

I was about to protest but then decided that there was not time. Quickly, I took my tux off and slipped my web shooters under my gloves, loading cartridges into each of them. Stark watched, fascinated and muttered, "Amazing."

Bobbi pulled him away in near exasperation. "Sir, we need to get you to your tech."

I grabbed the remainder of the equipment and pulled my mask over my head. This new costume was pretty cool. Whatever it was made of, his didn't restrict me at all and felt fairly durable at the same time. I ran down a hall way and saw a doorway that lead to a balcony above the building's main room where everything and everyone was. With a running start, I jumped and sailed out into the open air before using my one free hand to catch myself and swing down. I dropped the vibranium disc into Captain America's hands and then dropped the stingers into Black Widow's hands. The fight began in earnest then. That bird man with the wings took off and came after me, as did the other two costumed criminals, though the rhino dude couldn't do much. At least the scorpion looking could climb walls like I could. He didn't have webbing though. I glanced towards Cap and Widow and was satisfied to see that they were handling the thugs quite well. Trusting completely in my spider-sense, I spun around and looked for the best way to engage my opponent. Whoever this birdbrain was, he gave it to me, winging straight for me. I spun, twisted and caught his left foot with a line of webbing, throwing off his flight pattern. What ever those wings were, they didn't seem to be the same quality as those used by the Avenger Falcon. My weight quickly dragged him earthward and, when my feet were on the ground and I could anchor myself, I yanked him down. He crashed to the tile floor and I sent another spray of spider silk, webbing him down tight just in time to dodge out of the way of the scorpion dude's tail. I got lucky because the rhino dude slammed into the scorpion dude. Quickly, I shot more webbing at Rhino's feet, preventing him from gaining momentum again. Just then, War Machine slammed into the Rhino and I turned just in time to flip and spin away from the Scorpion's tail. There was a sharp barb on the end of it and I was able to avoid it. Gritting his teeth, the man in the armor attacked and the barb on his tale stuck in a pillar. I took full advantage, lunging inward. I narrowly avoided a fist to the teeth and managed to land two punches and kick that sent him crashing to the ground. I took a second to look around and was pleased to see that SHIELD and several other Avengers were here rounding up the henchmen and the costumed villains. Quickly, I leaped up to the balcony and changed back into my regular clothes before hiding and waiting for someone to find me.

* * *

 _\- Miles Morales_

We had all gathered at May Parker's house when we heard about the terrorist attack on the expo. Myself, Cindy Moone, Gwen Stacy, the Watsons and of course, May Parker. We watched as the situation unfolded. There was gunfire and screams but it ended quite fast. SHIELD Agents escorted the prisoners to their vehicles and the Avengers boarded SHIELD's high-tech air craft. Suddenly, Aunt May's phone rang. "Hello."

Her face lit with relief and she began to tear up. "PETER! Are you okay, Baby? What happened? Please tell me you're doing okay!"

We all waited anxiously. "Okay. Okay, see you in a couple minutes. Oh thank goodness you're okay."

She hung up and announced. "Peter is perfectly safe. So is Harry and so are all but some of the members of the VIP's security teams. Anyhow, Peter is going to be dropped off at here in a few minutes."

I watched at the window until a convoy of black SUV's with tinted windows. Out of one of them stepped a stunning blond haired woman and Peter. He looked decidedly uncomfortable as she walked him to the door. May opened the door and hugged her nephew tightly. "Oh thank goodness;" she muttered. One at a time, we all hugged Peter and made our way back into the living room. He was so reassuring, saying that he was okay, which Cindy and I had no doubt that he was. Gwen seemed to refuse to let him. "Seriously, I'm alright;" he said, "I hid in a closet until one of those secret agents found me."

Cindy and I looked at each other before looking back at him. "I need to go get changed and then I can tell you about the parts of the night that don't involve terrorists and super villains."

Gwen didn't want to let go of his hand until Harry Osborn smiled and took her hand. "Come on, Gwen. Nothing's going to happen to him in the five minutes it takes him to get changed."

Hesitantly, she let him go. When Peter came back, he plopped tiredly onto a couch between Harry and Gwen. "Well it was really pretty cool;" he said eagerly. "Stark Industries had a arch reactor powered generator that Mister Stark was hoping would be used as an emergency power source for hospitals, airports and the like in the case of an electromagnetic pulse attack. Hammer Industries was displaying another series of weapons for the military - which they will never get the chance to sell since Oscorp already has the contract and the best arms since Stark stopped making weapons - sorry Harry."

Harry chuckled and waved it aside. "Did you get to see the body armor and glider system my dad finished?"

Peter nodded vigorously. "Oh yeah. Sure did. I saw the vials of formula. Do you really think they'll be able to repeat what the super soldier project did in WW2?"

Harry shrugged. "Not a clue but dad says they're close. Anyhow, keep going."

"Well AIM was there displaying some strange computer technology that was supposed to be a super computer brain or something. I didn't understand it but the government officials seemed interested."

Cindy interrupted him. "How was your silk spinner accepted?"

He blushed and said, "Eh, it was alright. They seemed very interested but I'm sure they were all just being polite to the only highschool kid who showed up."

Harry burst out laughing and pulled his phone out, beginning to read, "This is from my dad: 'Harry, your friend Peter is quite brilliant. I and several others made him very generous offers of scholarships and jobs and he very shrewdly said that he would keep them in mind.' I think he may have a crush on you, Peter."

Gwen hugged Peter's arm and said possessively, "Mine."

Suddenly, Cindy began to giggle out of control. "So, how was your date with Miss Mysterious Government Agent?"

Peter glared at her and said, "It wasn't a date. Apparently someone up in the government thought that little old me needed some protection in case of an attack. They were right. She tossed my butt in a closet and came and got me when it was all over and that's that."

I couldn't help it. "She walked you to the door, though. Was that really necessary?"

He glared at me. So did Gwen Stacy while everyone else just chuckled. After more pleasant conversation, people began to slowly trickle out until only myself and Cindy, the Watsons, Gwen and of course the Parkers remained. Seeing that everyone was tired, I stood and said, "Hey Peter, we'll catch up with you tomorrow, alright? Cindy, I should probably get you back to campus before the RA's freak out."

I hugged Peter and so did Cindy and we headed out into the night.

* * *

 _\- Peter Parker_

I woke up feeling amazingly refreshed and very hungry. Down stairs, Aunt May, Miss Watson and Mary Jane were awake. "Morning, sleepy head. Come and get some breakfast."

I smiled at Mary Jane's quip and sat down, helping myself to a large blueberry muffin and some eggs. As I buttered the muffin, I commented, "How on earth do you do it, Aunt May?"

"I can't take all the credit this time, Honey. Ann helped me and so did Mary Jane. Thank them."

I did and ate my breakfast. After polishing off four muffins, a huge mound of eggs, six pieces of bacon and half the carton of orange juice, Mary Jane asked, "Where the heck do you put it, Tiger?"

I shrugged and gathered the dishes. I was about to start cleaning them when the doorbell rang. "I'll grab it," I muttered, wondering who on earth would be at the door at nine-thirty in the morning. When I saw who it was, I almost whined, "Are you kidding me?"

Agent Romanoff and Captain Rogers were there. The former handed me a large cup of coffee and said, "Here, a peace offering. We aren't here to grab you for a mission or anything but we did receive some troubling news. While the attack on the expo was happening, someone broke into Oscorp and stole something from the bio-research area."

I groaned and sipped the coffee. It was good, with just the right amount of cream and sugar. "Peter, is everything okay?" called Aunt May. I called back, "Yup, everything's fine?"

When she came to the door, her mouth fell open. Apparently, despite his attempt to look normal, Captain America stuck out like a sore thumb, being at least six-foot four and having his picture plastered on every other bill board in the city made it easy for him to be recognized. Captain Rogers smiled politely and said, "Good morning, Ma'am. We're just following up with Peter here to make sure he was okay after last night."

Aunt May just nodded and asked, "W-would you like to come in?"

Before Captain Rogers could say no, Agent Romanoff smiled politely and said, "Yes, please. That would be nice."

Mary Jane, Aunt May and Ann Watson all stood in the corner of the kitchen, staring open mouthed as the Black Widow and Captain America sat in the living room and talked to me like old friends. "Anyhow, Mister Parker, we just wanted to let you know that an expert thief robbed Oscorp and stole all eighteen of the genetically engineered spiders. We don't know who it was or why but considering your experience with them, we thought you ought to know."

I felt my heart begin to race. "Any idea why they would want them?"

Romanoff crossed her legs and said, "Well I think they deduced that Spider-man received his powers from one of the altered spiders. If I were to hazard a guess, they want to reproduce the same effect. Having an army of spider soldiers would make things difficult, even for the Avengers."

I sighed and said, "Well thank's for letting me know. Do you need me to do anything?"

"Swing by the SHIELD field office and review the footage. Maybe you can keep your eyes open on your nightly romps for whoever it is."

I nodded and we stood. I shook Captain Rogers' hand and, when I went to do the same to Agent Romanoff, she gave me a quick peck on the cheek. "Careful, Spider. We're gonna need your help if these spider soldiers start just appearing."

I nodded dumbly as I showed them to the door. After a long moment, I looked back at the remaining inhabitants of the house. "I'm gonna get together with Miles and Cindy for lunch. Do you need anything while I'm out?"


	11. Chapter 10: Cat Burglar

_\- Miles Morales_

The spring was going by fast. Peter was doing his nightly Spider-man thing and everything else in life was normal. As midterms and spring break came and went, we were able to spend less and less time together but that was okay. Things were so busy that I wasn't able to spend much time with any of my friends or Cindy. Final projects and papers were being turned in. Subjects were being rigorously studied and, just as with last year, many students were coming to Peter for help and he was courteously doing so. Once again, seventy-five percent of the school was going to pass with good grades because of him. One day, the newspaper read the Mister Harrison Thompson and Mrs. Rosie Thompson had died in a horrible case of drunk driving. Everyone was whispering about it and, when Flash showed up, looking angry and haughty. He was sitting alone at a table one day during lunch when Peter went right up to him. I could barely hear him say, "Hey Flash, I just wanted to tell you that I'm really sorry to hear about your parents. It's devistating to lose family like that. If you need someone to talk to about it, come and find me and I'll be willing to listen."

Myself, Harry Osborn, Gwen Stacy, Mary Jane Watson and several others were open-mouthed when he did this. Flash's mouth was open wide, too. And then, to make matters even more amazing and surprising, he ducked his head and it quickly became clear that he was fighting back tears. He began to say something but none of us could hear it. The way Peter reacted though, Flash was thanking him for the offer. After a few more words, Peter joined us for lunch. I shook my head and said, "Peter, you are the man. You are the only person I know big enough to reach out to someone who was making your life miserable."

Gwen was beaming at him. She leaned across to him and whispered just audibly, "I really, REALLY want to kiss you right now."

Peter blushed and said, "Guys, it wasn't that big of a deal. Flash has been through some terrible stuff. His parents were abusive and now their completely gone. He's living with his grandmother who, and this is in his words and not mine, is forcing him to become a better person. He even apologized for being a jerk for so long."

Mary Jane looked at Gwen and said, "I promise I won't but, right now, I really want to kiss him too."

Gwen smirked and said, "All mine;"

Harry and I were laughing as Peter blushed more and more. For the rest of the day, Gwen quite literally refused to let go of Peter's hand whenever they were in the same room. At one point, she was sure that it was just our circle of friends and she grabbed Peter and kissed him rather passionately. It was a little awkward but most of us just chuckled and turned away.

* * *

 _\- Peter Parker_

After seeing the footage of the Oscorp heist, I kept my eyes out for the the perp. All I had to go on was that it was a person, probably a woman judging by the shape and curves of the individual, not to mention the tight leather or latex suit and the fur lining, had broken in, cracked every code and left with the genetically enhanced spiders - all of them. Not only that, other large companies such as AIM, the Roxxon Corporation, Hammer Industries had been hit and the footage showed the same burglar. There were no good images and was no good footage to identify her - assuming it actually was a her. She never showed up during the day. One night, I saw her trying to break into Stark Tower and gave chase. She was fast, though and had some kind of grappling hook that could help her travel across the city. Whether she was actually super powered or not, I couldn't tell until I caught up to her on a roof top. I sent a stream of web fluid, sticking her to the ground. "This has been fun but it ends here. Who are you and why are you stealing from the comapnies? What is all of that tech for?"

She half turned and flashed a sultry smile at me. "Now that's no way to treat a lady, Spider-man. Do we really have to fight? Why don't we just chat? I promise I'll be a good girl."

I didn't trust her for a moment. Circling wearily, I was able to realize several things. First, she was absolutely, without a doubt, smoking hot. Her costume was showing so much cleavage I was actually looking closely to see if there was a slip somewhere. Second, she wasn't hostile. In fact, she was almost flirtatious. Thirdly, there was something familiar about her. "Spider-man, my eyes are up here;" she cooed with a sultry grin. I cleared my throat and said, "Who are you?"

"Call me Black Cat. To answer your previous question, it's quite simple, actually. I stole them because I was paid handsomely to. You see, I'm a thief, Spider-man - more specifically, a thief for hire. It's nothing personal - it really isn't. It's just that a girl has to make a living."

"Well you should have found a better way to do so, Cat. Unfortunately, I'm going to have to turn you into the authorities. Please don't fight. I don't want to have to hurt you."

She sighed almost resignedly, bent over and swiped at my webbing with her hand, cutting cleanly through the webbing with retractable claws before turning to face me completely. "Spider-man, you're one to look out for the little guy, right? That's why you go around taking out muggers, carjackers, burglars and the like. Why do you care about some massive, multi-billion dollar corporations? Honestly, everything I stole, they will be able to remake, rebuild or re-buy while many of their employees are barely able to make ends meet."

"Okay and how does stealing the employer's toys and money help the little guy out?" I asked, crossing my arms over my chest. Black Cat put her hands on her hips and smiled saucily as she replied, "Well the theft itself may not but the moneyed that I'm paid mostly goes to people who need help."

My mouth fell open under my mask. It must have been noticeable because she laughed and said, "Let me guess, you thought I just held onto everything I was paid, making me as hypocritical as every politician who talks about helping those in poverty while lining their pockets with the money of massive corporations such as Oscorp, Stark Industries, Roxxon Corporation, Hammer Industries, AIM, Rand Industries and so many others. Well, now you know better, huh?"

I was speechless for a moment, trying to come to terms with this. I knew that she needed to be stopped but I also knew that she was probably helping out a lot of people - assuming of course that she was being honest with me. Sighing, I realized that, sometimes being super hero sucked. Suddenly, I flinched as a gloved hand was on my shoulder. Looking up, I looked into her eyes and said, "How about his; what are your clients doing with the things they have you steal? I've seen the list of items that went missing: a gamma radiation emitter from Hammer Industries, the spiders from Oscop, experimental pharmaceuticals from Rand Industries, neuro-technology from AIM and everything else. If these people are willing to break the law to acquire this equipment, they are willing to break the law in using it. Now I might just have an over active imagination but I can think of some pretty horrendous things they could do with all that tech. How will your little people be if they decide to do something bad?"

She chewed a plump lip and looked away. Sighing, I said, "Listen, I understand you're helping a lot of people and I think that is very admirable. I hate how the political system works, don't get me wrong. But I can't let you keep stealing from people like that. It may not seem like it, but you are hurting other people, not just the millionaires and billionaires. I'm going to let you go but, Cat, if I have to come after you again, I won't let you go."

She studied my mask for a moment and murmured, "I wish I could see your face and look into your eyes, see how serious you are."

Slowly, she reached up and found the seem where my mask was and picked at it. I didn't lift my hand but she ruefully put her hand down anyway. "Fine, fine, Spider; I'll stop stealing from them."

She turned away and I said, "You can always do what I do - beat the shit out of criminals you catch and leave them tied up for the cops."

She laughed and said, "Honey, I already do that. Thank you for letting me off easy. Take care of yourself, Spider. Who knows? Maybe I'll want to go for another chase in the future."

With a sultry wink, she jumped off the rooftop and disappeared into the night. I sighed and looked where I was - smack in the middle of Hell's Kitchen. Lovely. With a sigh, I began swinging my way back towards Queens. As I traveled, I couldn't help but think of Black Cat. It wasn't that she was drop dead sexy, it was that she seemed to familiar but I just couldn't put my finger on it. Suddenly, there was a roar of repulsers approaching. Off to my left, I saw Iron Man and Falcon coming at me. Frowning, I dropped onto the nearest roof top and waited. They both thudded to the roof near me and approached. "How's it going, Kid?" asked Falcon cheerfully. Iron Man's face plate lifted. "We saw you pursuing that thief. What happened? She get away from you?"

I knew that unless I was very careful, I was going to get in trouble for letting her go. Before I could explain it, a familiar voice came from behind me, "He let me go and made me promise not to steal again."

We all turned and there was Black Cat, her hands on her leather clad hips. "However;" she continued and she sashayed over, "something you asked me gave me pause, Spider. I don't know what they are doing with the stuff and I sure don't know where they are but I want to help get it back."

Falcon stayed where he was but Iron Man wasn't going to. "Sure, sure, Lady. You can help us out all you want but first you're coming with me."

Cat lifted her chin defiantly. "No, I'm not. I'm not going anywhere unless the Spider is coming with me."

Stark laughed. "I'm not asking, Sweetheart. I'm telling."

"Mister Stark, wouldn't it be better to accept her cooperation rather than just demand it? She wants to help and I think she'll be more willing to do that if you don't throw her into a SHIELD cell. You attract more flies with honey;" I said. Stark glared at me and suddenly, my phone rang. I looked down and saw that it was Captain Rogers. Quickly, I answered, "Hello."

"Spider-man, we received a report that you're down there with Tony, Sam and the perp. What's going on?"

I was a little surprised that he was calling me and not Stark. "She wants to help us but Stark wants to throw her in a cell. I just think it would be a better idea to ask and not demand."

Captain America sighed, "You might be right. Either way, we need to bring her in. I'm in a quinjet on the way to pick all of you up. Tell Tony, will you?"

"Sure."

"Great. See you soon, Spider-man."

The line went dead and I turned to the others. Stark looked supremely annoyed. "Captain's on his way to pick us all up."

Black Cat's eyes widened. "Captain America is on his way?"

I chuckled and nodded. "Yes. Look, you said you wouldn't go anywhere without me, right? Well, now you don't have to. Just trust me and my friends and we can figure something out."

She nodded, coming over to stand by me. Iron Man rolled his eyes and asked, "You know, it would be a lot easier if Steve would just let me handle things."

Falcon laughed and said, "We'd have a lot more people angry at us, Tony. Steve wants the best solutions that keep people safe, not the easiest solutions that are exceptionally risky."

"Some times, we have to take calculated risks, though;" mutter Stark. Unable to keep my mouth shut, I asked pointedly, "But who is more at risk with your plans - the people who your trying to protect or you guys? Not only that, if you can find a way that won't put people at risk, isn't it better even if it is exceedingly difficult."

Falcon laughed and said, "Hate to say it Tony, but he has you there."

"I don't need a lecture from a High school student, thank you;" said Tony haughtily. I just laughed. In the distance, I could hear the roar of the jet coming. It was so cool - with it's wings and its propellers, it combined the best parts of both jets and choppers. When it landed, the ramp came down and out strode Captain America in full combat uniform. To my surprise, Black Cat was blushing and speechless as Cap walked right up and proffered a hand. "Thank you for agreeing to come willingly. We'll do whatever we can for you."

She shook the hand and said, "I'm only agreeing to come if Spider-man is coming too."

"Oh don't you worry, he's coming along. After you;" and Captain Rogers motioned her towards the ramp. As I fell in step behind her, Cap did as well, murmuring, "You didn't agree to anything, did you?"

I shook my head. "No, sir. Her only demand was to go where I was going for this. Cap, she wants to help. I think that she realized how bad this might be and wants to help us fix it. I also got her to promise she won't keep stealing, for whatever that's worth, or else I'd go after her again."

He chuckled at that and said, "How noble of you. The truth is that if she were to keep going, it wouldn't only be you she had to worry about. Some of the stuff she's stolen could be used for terrible things in the wrong hands. Hell, Peter, she had to have snuck passed or subdued some of the best train security guys out there."

"Yeah, I thought about that;" I said, just slightly amused at the idea of that curvy, leather clad bombshell wasting her way through some burly, ex-military types. When we got in, I saw that Cat was seated across from Black Widow. It was quite the picture - two drop dead gorgeous woman dressed in skin tight jump suits, staring at each other across the isle. I slipped into the seat next to Cat and Captain Rogers sat next to Widow. "We'll provide exterior escort;" said Tony, still clearly unhappy. Falcon sighed and said, "Fine;" and they both took off just as the ramp shut and we started to rise. Black Widow studied Black Cat before saying, "I must admit that I'm pretty impressed. You managed to break into some of the highest security facilities in the country and walk out with some high value stuff."

Cat smiled and said, "Every girl has her skills. I'm guessing that yours are espionage and interrogation, aren't they, Agent Romanoff?"

Widow smirked tightly and said, "Those are a few, yes. Other than theft, what are yours?"

Cat's smile widened and she shrugged, "I can make a mean mocha cappuccino."

I couldn't help but chuckle at that. Black Widow chuckled herself before saying, "Well I'll put that to the test back at the carrier while we all have a nice, long conversation with Director Fury."

I suddenly felt nervous. "Carrier? Wait, where are we going?"

* * *

When I exited the quinjet, I stopped dead in my tracks, my mouth falling open. We were on an aircraft carrier - that was flying with giant propellers. Black Cat seemed just as surprised. "Come along, kids;" said Stark moodily. "We don't have all evening. At some point you'll be wanting to go home and get some sleep before school tomorrow."

"Um... It's Friday, Mister Stark;" I said, causing Cat to giggle. We were both lead to a large conference room where other members of the Avengers and several SHIELD Agents were as well. There stood Director Nick Fury and Maria Hill along with all but two of the Avengers. Captain America, Iron Man, War Machine, Falcon, Black Widow, Hawkeye and two others that I didn't recognize. Both of them, a man and a woman, walked up and proffered their hands. "I'm Doctor Hank Pym and this is my wife Janet van Dyne. It's a pleasure to meet you, Spider-man."

I shook his hands eagerly. Doctor Pym was a big name in biochemistry. "It's an honor, sir! I'm a huge fan of your work. I especially found your work with those sub-atomic particles fascinating."

Doctor Pym smiled and was about to continue when Nick Fury cleared his throat. "You can continue your hero worship later, Spider-man. Right now, we need to address some serious problems. Now what do you call yourself, young lady?"

Cat took a seat and crossed her mile long legs. "I'm the Black Cat;" she replied simply. Fury nodded and said, "Do you understand the seriousness of what you've done, Black Cat? From what intel we have, an unknown organization is acquiring some dangerous technology and have big plans for it. We haven't figured out what or why but it doesn't bode well."

Cat nodded and said, "I understand that now. Mostly, I was just glad to stick it to multi billion dollar companies who don't give a damn about the average American;" and she looked over at Stark and smirked, "no offense, Mister Stark."

He glared back at her silently. Fury rubbed his temples and said, "Well here's the deal, Black Cat, you help us get all of the tech back and you keep your nose clean and you won't be put into a special prison made for super powered criminals and terrorists, understand?"

Cat stiffened and narrowed her eyes. "That's fine - on one condition."

Fury cocked an eyebrow. "You aren't in a place to demand anything."

Cat chuckled and stood. "Sure I am. You can toss me in that cell if you want but you'll have a real hard time finding where they're taking the stuff I steal. Here is the condition: I want to work with him;" and she pointed directly at me. "I am still contracted to steal something from Stark Industries. At my hideout, I have all the information on what I stole, where I stole from, where I met my client's representatives, what they looked like and the kinds of vehicles they drove as well as the people they brought with them and the kind of equipment they had on them. Of course, they never gave names and their uniforms didn't have any special identifiers."

"Why gather all that information?" asked Captain Rogers. She smiled and said, "A girls got to cover her pretty little butt, doesn't she? Now;" and she turned back to Fury and crossed her arms. "What do you say?"

Fury looked over at me and said, "You okay with this, Spider-man?"

I nodded. I wanted to help get all of that tech back. Fury nodded and said, "Alright well we need a plan. What is it that they wanted you to steal?"

She smiled and said, "That arc reactor generator you showcased at the Science Expo was my target. Actually, I had one other target after that - Peter Parker's spider silk spinner and samples of his silk fluid."

Fury looked over at Stark and said, "What do you think, Stark? You willing to take a risk with your toy?"

"Not if all of our faith is in her and Spider-man alone. Two high school kids cannot possibly handle something like this, Nick."

Director Fury chuckled and said, "I'm not just going to toss them out the door and say 'have fun, kids', Tony. This is going to be a team effort. Spider-man and Black Cat are just going to be working together directly. Here's the idea: we allow Black Cat to sneak into your tower, steal the generator AND ONLY the generator. When she gets out, Spider-man will 'chase' her and she will 'lose' him to deliver the generator. That done, she and Spider-man will follow, communicating movement to us as they do. Waiting on their call will be Agents Coulson, Morse and Johnson, each leading a separate team of tactical agents. The Avengers will be divided among these three teams. Once we learn where the tech is going, we'll send in the teams and reclaim all of it. You," and he indicated Black Cat, "will be free to go after that."

She nodded. I stood to my feet and looked around. Stark and Rhodes seemed very skeptical but didn't protest. "When are we doing this?" I asked. Fury looked at Cat. "I don't know. How long to you have to deliver?"

"I told them it would take me a few days. That was yesterday. We have some time;" she replied. Fury nodded. "Good. It happens tomorrow night. Are you sure they won't be watching you?"

Black Cat chuckled, "I'm sure they were but when I deliver them the reactor, they won't be complaining. They have tunnel vision like you wouldn't believe or else they would have noticed me following them around and getting information on their vehicles and equipment."

Captain Rogers stood and stretched out. "Sounds like a plan. The three teams will be in quinjets, I take it?"

Fury chuckled, "Nope. We have something special for situations like this."

Agent Coulson suddenly gave a broad grin. "I think you will all enjoy this;" he said in a monotone. I myself felt myself getting tired and suppressed a yawn. "So until this operation begins, what are you going to do with me?" asked Cat suspiciously. Fury smirked and said, "Well you said you wanted to stay with Spider-man. So with Spider-man, you'll stay."

I lifted my hands in protest. "WOAH! Wait a second there, Director. How is that going to work out?"

"Oh I'm sure you'll figure something out, Spider-man. You're a smart kid."

Why was he doing this to me? Was he trying to destroy my relationship with Gwen or was he trying to get me grounded by Aunt May? Was it his goal to make the whole world know that I was Spider-man? With a heavy sigh, I ended my melodramatic mental rant and said, "I need to step out and make a couple calls."

Outside, on the deck, I contacted Miles. I knew he'd be up because he and I used to get together and watch movies or play video games all night long and he probably still would. When he answered, I said, "Hey, Buddy. I have a humongous favor to ask you."


	12. Chapter 11: Unexpected Partnership

_\- Peter Parker_

"So," I said mildly as I looked around the plush penthouse apartment, "nice lair you have here."

Black Cat laughed as she headed towards the open kitchen area. "'Lair', Spider? No, this is just my," and she shrugged, "guest lair, you could say."

I nodded, a smile crossing my face under my mask. Miles had agreed to cover for me for two nights and, luckily, Gwen had plans all weekend until Sunday evening, so I was free for awhile. "Want a drink, Spider?" asked Black Cat as she pulled a bottle of something obviously alcoholic from a cupboard and poured herself some. "Um... I'm not legal;" I said. She laughed and poured me a glass. "Neither am I, Spider. I won't tell if you won't. It won't hurt you - much. They say the first sip is the hardest."

She sashayed over to me and handed me the glass. What can I say? I was curious and maybe had a rebellious streak too. Shrugging, I rolled up my mask to my nose and took the drink. "Thanks, I think. We've known for four hours and you're already a bad influence on me, Cat."

She laughed and went over to a chair, saying, "I know. Shame on me for corrupting such a pour, innocent soul;" as she sat down and crossed her legs, sipping her drink with relish. I looked at my own for moment and took a breath. _'Ere goes nothin'_ I thought and took a sip. I expected a harsh burn but it was smooth all the way down. Warmth followed the sip. It tasted kinda like licorice, which I liked a lot. "See," she purred, "not so bad at all. Come over here and sit down. We don't have anything going on until tomorrow night. Might as well get to know each other, Spider."

The implications made me blush and I thought that, surely she didn't mean it the way it sounded. I took another sip of my drink. It tasted even better the second time. I looked up and noticed that she was studying me. After a moment, she asked mildly, "So tell me about yourself, Spider. How did you get to be the way you are?"

I had to be careful what I said. I was sure that the drink wasn't hitting me hard yet but even so. "It's a bit of a story. Would you believe that I'm a secret government experiment?"

She laughed and shook her head. "No?" I quipped, "How about an illegal underground criminal organization's experiment that I escaped from?"

Black Cat laughed again. "Nope; try again, Spider."

I chuckled and looked down. Finally, I said, "In truth, I'm just a normal, every day, high school student who started wimpy, skinny and basically helpless. Then something happened and I found myself with these abilities. It was amazing. I mean, not to brag or anything but, I'm able to lift at least seven tons and probably more since that wasn't too difficult. I have enhanced reflexes, flexibility and speed. I can climb walls. I have this sixth sense that tells me when danger is about to hit me and directs me to it as well."

The alcohol had to be hitting me a little at least because I never expounded about myself so much. She smiled at me, running a gloved finger along the rim of her glass. "And the webbing? Is that all you too?"

I nodded. If anyone thought that I was connected to Peter Parker, I'd be in huge trouble. "Yup, that's me too."

She nodded. Before she could ask any other questions, I jumped in. "How about you, Cat? What's your story?"

She became silent, brooding almost, continuing to run her finger along the rim of her glass. "My father was a world-renowned thief, burglar and murderer. Not long ago, I found his journal and it lead me to a storage unit. He left all of it for me. At first, I wanted nothing to do with it. Then my mother became a chief board member at a multi-billion dollar company. It quickly changed her into an arrogant, commanding individual who couldn't care less for those who were less fortunate than us. Seeing how wealth and prosperity had changed my mother, I decided that I was going to be different. My father's journal sent me to a man who could train me how to fight and how to be a thief and burglar, how to work security systems and how to pick any and all locks. Every day, I went to school as a high school student. Every night, I went to train with him. Been doing since I was fourteen. The difference between me and my father was that he wanted wealth for himself. I want it for those who don't have enough. I also never have, nor do I plan to kill anyone."

I looked at her face, framed by platinum locks and with a small black mask around her eyes. She looked very serious and there was something else too. I could tell. Carefully, I said in a quiet voice. "There's more. I can tell."

She looked up sharply and asked coolly, "And if there is?"

I sighed. It was none of my business. "Never mind. Forget I said anything, Cat. I do have a question though. Considering the organized criminal population in New York, why didn't you steal from them? They, even more than the fortune five hundred and one thousand companies, victimize hundreds and they have money, most of which was stolen from hard working citizens. So why the companies and not the criminals?"

She was quiet and a look that I couldn't quite identify was on her face. After a long pause, she looked up at me and said, "Why don't you target them, Spider-man? If what you say is true, the people of this city would be well served if you did."

I had to think about that. Why didn't I go up against the Kingpin of Crime and his families, the Russians, Italians, Chinese, Japanese, Koreans, Latinos, Irish, Sicilians, Jamaicans, Greeks and half a dozen others? They all operated in and around New York City - MY city. "Because I can't stop them on my own. I wish I could but I can't. I can bang up their thugs, stop them from commuting crimes and so on but that's it. I'm not strong enough by myself."

She leaned back, a smirk on her face. "You, with all your power and your senses and your righteousness and you ask me, a normal, everyday girl without super powers, to take them on with just a set of skills? Please;"

I sighed, unable to argue. In one gulp, I finished my drink and stood. "I'm heading out to the balcony. Need to get some air."

The alcohol wasn't hitting me as hard as I thought it would considering it was my first drink - aside from a mouthful of beer Uncle Ben used to slip me from time to time. It was windy outside as I perched on the railing, no fear of falling at all. Suddenly, a quiet voice startled me out of my brooding. "You aren't alone, Spider."

I looked over to see Cat leaning against the rail, looking out over the city. "What do you mean?" I asked. She favored me with a smile and said, "There are plenty of others who think like you do throughout the city. Ever heard of the Devil of Hell's Kitchen or the bullet proof man from Harlem, Luke Cage? How about the woman who's super strong and can fly? There is even a rumor in Manhattan that there's some kid who can make his hands glow and punch through galvanized, reinforced steel. Their all protecting parts of the city and you're keeping over watch over the whole thing. Why not change that? Why not get them together and shut down the organized criminals? Hell, Spider, I'd be willing to get in on that action providing you'd let me have a cut of the loot."

I had heard the rumors about it and, considering my own existence, thought them pretty likely but the idea of forming a team had never occurred to me. "I'm no leader;" I muttered and she laughed. "Spider, you don't have to be in charge. Why don't you just get them together and give them a goal? The one who should be in charge will make themselves evident pretty quick. It's how it happens in groups like that. But I think you would surprise yourself."

I chuckled at her words. They were encouraging. The moon was high and added a silver sheen to the city of lights beneath us. "It's kind of romantic, isn't it?" she said beside me, her voice husky and low. I chuckled and shuffled awkwardly on the railing. "It is a little, isn't it?"

I wished I could be with Gwen at the moment. Suddenly, Cat turned to face me, gazing at me with a sultry smile. "Why don't we head back in? It's getting a little chilly out here and, you see, this thing looks warmer than it is."

She motioned down to her skin tight leather black jumpsuit. I nodded. This costume that SHIELD gave me wasn't exactly warm either. I hopped off the rail and grabbed the door, cheerfully saying, "Ladies first, Cat."

She giggled and replied silkily, "Well when I find one, I'll tell her;" before sashaying back into the penthouse. I followed behind. She grabbed our tumblers and asked, "Anymore to drink, Spider?"

Why not? I wasn't going anywhere anytime soon. I wished that I wasn't going to have to stay in my spider suit all night and all day but whatever, I would be okay. She was back with a full glass, handing it to me with a smile. To my surprise, she lifted her tumbler and smiled, "To a new and unexpected partnership;"

Why not? I smiled and clinked glasses. "Here, here;" and we took large gulps of the stuff. I was really beginning to like it, too. Cat sashayed over to the couch and sat on it again, a very inviting look on her face. "Come sit with me, Spider;" she said. My spider sense didn't tingle so I shrugged and joined her. As soon as I was seated, she pressed against me and cooed, "We're gonna be here alone, for some time. I've enjoyed getting to know you, Spider. Now however, I want to get to _know you_."

Her plump red lips were inches away from mine and I gulped nervously. "I'm flattered, Cat; really, I am but the thing is..." and I paused as she smiled and licked her lips. "What, Spider? The thing is, what? You're only, what, eighteen? Nineteen? You can't possibly tell me there is a Mrs. Spider-man waiting at home for you."

She was moving closer as she whispered. I cleared my throat and said, "Well no but..." and before I could explain, her lips sealed mine. Everything went blank for several seconds and my heart began to pound. When I came back to reality, I pushed her away and stood, horrified. "Spider, what's wrong?" she asked, a mixture of anxiety and frustration in her voice. I turned to her and growled, "If you had let me finish, I would have said that there is someone. I may not be married but I am with someone, Cat. I have a girlfriend who I'm pretty connected to and I'd don't want to jeopardize that or to do anything that would hurt her."

Cat stood slowly, gracefully to her feet. "And your point is? It's not like she'd find out. Besides, you're Spider-man right now, not the man beneath the mask. Why not have some fun while you're risking your life?"

I glared at her levelly, "Not. Going. To. Happen."

She frowned and said, "Okay. Why not? Is she really that amazing, whoever she is?"

"Yes. Yes she is."

That seemed to catch her off guard. After a long moment, she sighed and sat back down. "You know, Spider, I'm honestly surprised. Most guys your age would jump through flaming hoops at an opportunity at all this;" and she motioned to herself again. "You really are a different kind of man, aren't you?"

I shrugged modestly. "I try to be a better kind of man if I can. Look, I promise that it's nothing against you and nothing wrong with you. It's just that if I'm going to commit myself to someone, I'm going to stay committed to them. Trust me, there is nothing wrong with you."

She chuckled dryly and poured himself another drink. "I'm just not her. I gotcha, Spider. Anyhow, I'm going to turn in. There's a spare bedroom down that hall on the left. Help yourself to anything in the 'fridge."

I nodded. "Thanks, Cat. Sleep tight."

She smiled at me and said in a maddening voice, "Sleep tight, Spider."

When she was out of the room, I couldn't keep a huge grin from crossing my face. If that wasn't a confidence boost, I didn't know what was.

* * *

 _\- Miles Morales_

For the record, I love Peter like a brother. Having said that, covering for his ass was getting really, really old. As soon as I got off the phone with him, I called Cindy and we had to come up with a ridiculous and elaborate plan on how we were going to cover for him. I couldn't say he was just staying at my house. Instead, I told my dad that we were all staying at Cindy's - which was horribly against Empire State University policy and my dad told me that I'd better behave and all that stuff. When I got to Cindy's she looked less than pleased. "I'm getting sick of having to cover for Peter;" she muttered when she saw me. I shrugged and said, "Right?"

We went inside and she said, "Good news is my roommate is staying with her boyfriend so we don't have to worry about her saying anything. Come on. You have any homework that needs done? I can help."

I chuckled and said, "Yes. I have some chemistry and other sciency stuff like that. I'm getting it but it's harder than it should be. I'd appreciate the help, Bae."

We sat down on her couch and got to it. It took just over an hour to get my homework done. Stretching, I said, "Thank you, I really appreciate the help. Usually Peter helps me out but I think I enjoy your assistance a whole lot better."

She laughed and said, "I'll bet. So what else should we do?"

I myself just shrugged, a tiny grin playing over my face. "I'm up for anything. Do you have work that needs done?"

"Finished it hours ago;" she said, waving it away. We sat quietly for awhile before I asked, "Do you know what sounds really good right now?"

She looked at me, waiting for my answer. "Ice cream! I really want a flurry. You?"

A gorgeous smile lit up her gorgeous face and she leaped up and said, "That sounds great! Let's go!"

We threw our shoes and socks back on and slipped out to my car. From there, we headed to Dairy Queen, getting our treats and heading out to a small park nearby. The moon made the city look really cool. We didn't talk much as we ate out ice cream, just enjoying the beautiful weather and the wonderful scenery. When we finished, we headed back to Cindy's dorm. "Wanna play some video games?" she asked cheerfully. I grinned. "Sure. Whatcha got?"

We played late into the night and early into the next morning before simply being too exhausted to continue. I lay down on the floor, pulling a blanket over me and Cindy collapsed on her bed and we passed out.

* * *

We woke up around noon on Saturday and I looked up to see Cindy gazing down at me. I yawned and said, "What a beautiful site to wake up to."

She reached down and caressed my shoulder with her hand. "Morning, you;" she said. "What do you want for brunch?"

I sat up and kissed her good morning before saying, "How's your dining hall food?"

"Nasty;" she said with a smile and I chuckle, saying, "Alright, Bob Evans it is."

She suddenly looked concerned and said, "I don't want to break your wallet, Babe. Are you sure that's okay?"

I laughed and said, "I have plenty of money, Bae. Now get dressed. We have a brunch date."

She giggled, kissed me and headed off to the ladies room to get cleaned up and get changed.

I decided, for the umpteenth time, that I was the luckiest guy in the world.

* * *

 _\- Peter Parker_

I was pacing the penthouse anxiously as the sun slowly sank. Cat just sat on her couch, watching me with an amused smirk on her face. "Geez, Spider! You really don't do the patience thing very well, do you?"

I didn't. I really, REALLY didn't. Suddenly, Cat's phone rang. She answered and her face turned slightly pale. I waited anxiously, still pacing as she had a very short conversation, she hung up and stood to her feet. "We have to move now."

I pulled my phone and dialed Captain America's number while saying, "The length of this phone call is the length of the head start you get, Cat. Get going."

She ran and jumped from the balcony, leaving me wondering how the hell she could be so fast in high heeled boots while my phone rang. Cap answered with, "What's the problem, Spider-man?"

"They called it early, demanding their generator now. Are the teams in place?" I asked anxiously. Cap sighed and said, "Dang it! No not yet. I'll get them mobilized as soon as possible. Is Cat still there?"

"No, sir. I sent her on ahead."

"Well get after her. Proceed with your part of the plan and we'll catch up if we can. Hop to it, Peter;" and he hung up. Immediately, I ran and dove from the balcony, making sure I went in an arc so that I came from a different direction than Black Cat, cursing my bad luck as I did. As quickly as possible, I swung my way through the city, getting to the Stark Tower just as Cat was making her way out, a bag only slightly larger than an averaged sized suitcase on her back. Instantly, she saw me and took off, heading in the direction of Harlem. Even with the bag on her back, she was still fast and agile enough to keep ahead of me. For almost an hour without stopping, I chased her when my phone suddenly rang. Using a blue tooth, I answered, surprised to find that it was Cat. "Alright, Spider, this is where you lose me. We are meeting in the old warehouse on the peer - the one that has a warn out Oscorp slogan painted on it. You know the one right?"

I did and said so, slowing down ever so slightly and missing one of her turns before circling all the way around. "I'm going to leave my phone on so you can hear for as long as possible via blue tooth, alright?"

I acknowledged. "Okay I just arrived. Wish me luck, Spider."

Gritting my teeth, I went as fast as I could, not wanting her to be alone for too long. I could here through the phone the grinding and shrieking of a rusty sliding door. Shortly after, I heard a muffled and barely intelligible voice saying, "I'm very glad you could make it, Black Cat. I apologize for the sudden change of plans but I have received word that an organization called SHIELD is on to you. Given that information, I thought it wise to move things up as quickly as possible. Do you have it?"

Very clearly, I hear Cat reply, "Yes I have it right here. It's all yours. Do you have my pay?"

"Not with me. My employer has decided that it is time that you both met in person;" replied the man. Cat sounded perfectly confident and cool when she replied, "That's not how this deal was made and you know it. I have no desire to meet people."

"The deal has changed, Black Cat. If you want your pay then you will come with us."

Cat began to sound annoyed and said, "Fine, take the generator but this terminates our business partnership. Lose my number and I you ever call me again, I will make it my goal to steal everything back from you and sell it to the highest bidder on the black market."

"I'm afraid you don't have that option;" said whoever it was that she was talking to, his voice suddenly sounding deadly. My heart began to pound and I dropped onto the roof of the warehouse without making a sound. Black Cat scoffed, "Please; do you really think a handful of assault weapons are enough to being me down. I took out tougher guys stealing this shit for you."

"Perhaps;" replied the other, "but I don't think you can handle my friends here."

"I was under the impression," said Cat, her calm voice wavering ever so slightly, "that Scorpion, Rhino and Vulture were all incarcerated after their stunts at Stark's science expo."

"Oh they were but we have friends in high places. Now, will you come quietly or will one of my boys here be carrying you?"

Cat sighed, "Let's get this over with then."

"A wise choice. I told them that, should you force the issue, they could do whatever they wanted to you."

I suddenly felt myself getting angry. Finding a skylight, I opened it and climbed in and saw them - the three thugs from the expo and a dozen military guys. They had four vehicles, all military grade. Cat was escorted to one of the vehicles and a man in a sharp suit opened the door for her. I found myself wishing that I had a tracker of some kind and then realized that I did. Using my phone, I texted Cap and told him to turn track her GPS while I climbed back out of the skylight as the vehicles left, heading along the pier. I didn't follow immediately behind, instead traveling at a parallel course one block over. I was able to track them between the buildings. We traveled some time until we came to yet another area of run down industrial buildings. I suddenly lost the small convoy and the phone cut off. Cursing, I called Cap. "Captain, I lost them. Where was the GPS last?"

"Take it easy, Son. Okay, it did right outside of an old factory building previously own by some car company. I think it's the only one there so it shouldn't be hard to find. Be careful, Peter. We'll be waiting on your call, understand? You have the eyes inside so the call is yours. I'm guessing that the place has a jammer of some kind so I'll need you to make something blow up as the signal, alright?"

"You got it, Cap. You can count on me;" I replied and hung up before heading towards the massive factory complex, feeling suddenly very nervous. I was going to pit myself against some para-military commandos and three super villains all on my own. I climbed into a vent grate after ripping it off and heading inside. Where I entered was not where the criminals or Black Cat were. I began to swing my way through when I suddenly saw him. It was a sentry. He hadn't seen me so I slipped by, sneaking into the innermost part of the factory complex. Suddenly, I began to hear echoes of voices and I followed it as fast as I could. It wasn't long before I found myself facing a scene that made my blood freeze and boil at the same time. Cat was surrounded by eight men in black combat gear with assault rifles. The sharply dressed man stood next to his three super powered thugs. Well, super powered wasn't technically right. They actually were tech'd out but normal humans. There were also a dozen other thugs around as well and I could see all of the stolen tech strewn about. I heard Cat saying, "We don't have to do this, Spencer. We can all just walk away and forget about it."

"I'm afraid not, Cat. You see, I have a source that said you are now working with SHIELD and that adolescent idiot Spider-man. You betrayed us, Cat and now you have to die. It's nothing personal it's..."

"Please don't say 'it's just business'. That is so cliched;" said Cat sarcastically and I couldn't help but grin. Taking a deep breath, I dropped silently into the shadows. Three guards had their backs to me so I whistled and, when they turned, I webbed their mouths shut before yanking them to me and knocking them out. No one noticed. Everyone's eyes were on Cat still. I dropped behind another two and slammed their heads together, knocking them out. Suddenly, my sharpened ears heard the man named Spencer said, "Time is wasting, gentlemen. Please take care of the Black Cat for me."

I had to move and move fast. The eight guards all fired and Black Cat dropped to the floor, causing some of the guards to shoot each other. I was at them after that, punching, kicking, webbing and doing everything I can to stop them. The other guards stepped in, firing their weapons. Cat, to her credit, had taken to the shadows. I could here her taking out the guards that followed her. At that point, I was on the defensive since the three tech'd out villains were on me. I barely got out of the way in time as Rhino barreled past, slamming into a wall. When I landed, I found myself dodging Scorpion's tale and trying to get in close, trading blows and kicks. The guy was every bit as strong as I was but his attacks were simple and un-creative. They were easy to avoid and I webbed his tail and feet down before slamming me hands repeatedly into his head, trying to knock him out. I did to, just in time to be slammed into by the Vulture and he slammed me into a steel support column. Boy, it sure hurt and I felt my ribs crack. I had to ignore the pain and kicked back as hard as I could and then launched at him, punching as hard as I could. The Vulture's wings spread and I landed a solid blow to the chin. As soon as I landed, I almost didn't have time to get out of the way. I would have been slammed but a long, black cord wrapped around my waist and jerked me, rather painfully I might add, out of the way. The cord released and recoiled and I saw Cat standing there, clipping her grapnel gun to her belt and saying, "Come on, Spider. Their getting away."

"Go after Spencer;" I said, turning to face the Rhino as he turned around. Cat nodded and leaped after Spencer and four or so of his thugs while I squared off against the Rhino. He was snickering and singing to himself, "Itsy bitsy Spider went up the water spout..."

My eyes widened and I couldn't help but say, "Wow! You must be a real special kind of stupid, huh?"

It did the trick and he charged. I leaped at him, aiming for his left shoulder and sped by and used wedding to pull myself to him. Balling both my fists I slammed twice onto his skull before he managed to smash into a massive, empty steel containers, making a huge dent. He was dazed and I continued to slam onto his head and he slowly crumbled to the ground. Using an entire cartridge of webbing silk to web all three villains up before reloading and taking off after Cat and whoever that Spencer guy was. When I found them, I saw that Spencer's guards were down but Cat was lying on her back, clutching her side and I saw blood coming from an injury of some kind. Spencer had a gun on her and I launched at him as fast and hard as I could. I didn't know my own strength and I hit him hard, feeling his bones break and I heard the gun firing, hoping desperately that I threw his aim enough that he missed Cat. We both rolled to a stop quite a distance away. When I righted myself I went back to Spencer and recognized him. It was Spencer Smythe, a board member at Oscorp. He was coughing and groaning in pain. Blood was coming from his side and from his mouth and from his nose and I realized immediately that I did that. He looked up at me with shock and said between coughs, "You... you killed me, Spider-man?'

"You aren't dead yet;" I said, my voice firm but I knew it wasn't true. I knew he was dying. I carried him over towards Cat, who had risen to her feet, holding her bleeding side. Tearing open Smythe's suit, I nearly vomited at the sight of what I had done. Suddenly, Smythe's breath rattled and his stopped breathing. "Oh no..." I said, feeling for a pulse. "No, no, no..."

There was no pulse and I began to do CPR, gently and with a lot of control. All my focus was on saving the man I had already killed. I don't know how long I tried, but I felt a strong hand on my shoulder. Looking up sharply, I saw Captain America, his shield on his left arm and a sad look on his face. "I'm sorry, kid, but he's gone."

"He can't be;" I said desperately, "I can't have killed someone!"

Cap gave me a sympathetic look and said, "Come with me, Kid. There's no need for you to stay. Black Cat is heading back to the Carrier for medical aid and SHIELD can clean up the rest of this."

I felt devastated. I had just taken a life. I, myself - Peter Parker - had killed a man. I was in a daze as Captain America lead me aboard a huge black plain with SHIELD's white eagle on it. When we were on board, Cap took me to a conference room and shut the door before taking his armored blue cowl off. I removed my mask and fell apart. I couldn't stop crying and denying the fact that it had happened. My head fell into my hands as I sat, leaning my elbows on the table. Captain Rogers came up and put a hand on my shoulders with a heavy sigh. I don't know how long I cried but when I had finished, Captain America sat down next to me and said, "It's not easy, Peter, to take a life. The fact that it isn't means that you are a good person - someone who values life. Hey, do you hear me, Peter?"

I nodded, still numb from the terbulant emotions. "Look at me, Kid."

I looked into the Captain's face. "If you hadn't done what you did, Black Cat would be dead and Smythe could possibly have gotten away. You did good work today, Peter. We got all the technology back and we arrested the three tech'd out thugs again and this time, we're going to be able to keep them. That's all because of you and Cat."

I nodded. After a lengthy silence, I said, "You've killed before, Cap?"

He was silent and I knew from talking to my Uncle that it was something you shouldn't ask service members but I had to know something. "Yeah, I have;" he said quietly. Sighing, I leaned back and asked, "How do you deal with it?"

He was silent for a long time and at first I thought he wasn't going to answer but finally, he said, "I accepted it. I accepted that it happened and that there was nothing else I could do. When someone decides to victimize someone else, putting a life at risk, they are no longer innocent. When that happens, the innocent, law abiding citizen's life become the priority. The truth is, when I killed, it was in war. I killed the enemies of this country and it was easier because they were enemies and we were at war. Since they pulled me out of the ice in Greenland, I have killed very few people and it has been a weight lifted off my soul that I don't have to kill as often."

I nodded. It helped just a little to hear all this but even so, I didn't know if I could handle it. Could I keep doing this if I were to be put into a situation where I might have to take another life? A low chuckle came from Captain Rogers. Looking at him, I saw him smiling ruefully at me. "I know exactly what you're thinking because I thought the same thing. You're asking yourself if you should continue being Spider-man if you may be put in this situation again, aren't you?"

I nodded and he stood, offering me a hand. I let him pull me up and he asked, "What would your uncle tell you?"

After just a moment, a small smile crossed my face and I picked up my red and black mask. "With great power..."

"...comes great responsibility;" finished Cap with a smile. I sighed and said, "Thanks, Captain. Hey, can we go check on Cat? I want to see her before I head home."

Cap grabbed his armored head piece and tucked it under his arm as he replied, "Yeah, sure. We can head that way soon but first, I want you to see the good work you did. Come on."

As we went back through the plane, my eyes widened. "Wow... this thing is freakin' huge. What is it?"

Cap chuckled and said, "We call it a CXD-23 Mobile Airborne Command Station. It's made by Boeing and modified by Stark Industries. We don't use them often thanks to the Helo-carriers being fielded."

The inside was spacious and had a bar, science lab, rec room, command center, cockpit and several other rooms, including, apparently, an armory. As we went down the ramp, I saw thirty-five thugs cuffed and armed their knees guarded by SHIELD Agents. Suddenly, everyone began to clap and there were a few cheers, too. I asked Cap just audibly, "Why are we clapping?"

He laughed and said, "Spider-man, their clapping for you."

I thought it couldn't be true but it turned out that they were. I blushed under my mask and looked down sheepishly until they were done and back about their business. The Avengers were scattered around too. Iron Man thumped up to me and his helmet retracted the mask. "I have to say that you did a hell of a job, Kid. Nice work. Everyone's getting their tech back and most of the bad guys are caught or killed."

I flinched at the word and Captain Rogers cleared his throat, glaring at Stark. Stark blushed and said, "Oh, I'm sorry, Peter. That was cold."

I shrugged and said, "It's okay. What else needs done?"

Cap slapped me on the back and said, "There's a quinjet on the way to pick you up and take you to the carrier where Cat is."

Black Widow and Hawkeye approached and the former said, "We'll go with you, Spider. There's nothing left for us to do here."

I nodded. I could already hear the propellers of the quinjet coming. I was still fascinated by the technology - the propellers placed inside the wings, making it fast enough to be a fighter jet with the engines yet also able to hover and move like a helicopter. As soon as it landed, I, Black Widow and Hawkeye went aboard and it took off. The ride was quiet for the most part. About half way through, Agent Romanoff crossed over to the seat beside me and asked, "Are you alright, Spider? Cap mentioned you killed a man."

I really didn't want to talk about it but I also knew that, with Widow being a master of interrogation, it was most likely unavoidable so I said, "It's a bit of a shock still. I..." I had to pause and think for a second. "it's going to take me a while to come to terms with everything but I think I'll be okay."

She studied my face and, after a moment, she smiled and said, "You know, I think you will be, Spider."

Hawkeye was staring into the distance, obviously in deep thought. Widow smiled at me and winked before calling, "What do you think, Clint?"

Hawk snapped out of it. "What? Sorry. Something's just bothering me about this whole thing. They left the tech. They just left it after paying a small fortune to have Black Cat steal it. It doesn't add up. Not only that, one of the techs who's good with that kind of thing, he said that the only sign of tampering the signs that the tech had all be taken apart and put back together - with the exception of the arc generator that is. They apparently didn't have time. It doesn't make sense."

I was still too shocked to think about it. In my peripherals, I saw Widow frown and shake her head at Hawk.

I don't know how long it was between taking off and landing on the helo-carrier. I finally got over my haze by the time we were walking the corridors, eager to see how Cat was. In a white room that looked like the best supplied hospital room and on a bed lay Cat. A hospital gown covered the top half of her torso while one of the medical persons was doing something to her injury, a small bullet hole. Her black suit was loose around her waist. Seeing me, one of the medics said, "It was a through and through bullet wound. She'll be fine. We checked and nothing was terribly damaged. We're just sealing it up now - front and back. It numbs on contact so she isn't feeling a thing."

I went over to her. She smiled up at me and said, "Hey, Spider. How're you doing?"

I chuckled and said, "I'm just fine, Cat. How are you? You're the one who got shot."

She chuckled and said, "Yeah I suppose."

One of the medics came in with a couple pills and said, "When the sealer wares off, it's gonna hurt like an SOB. Take these and it will numb the pain. We'll be done after that."

Cat used one hand to hold the hospital gown over her naked torso while the other took the pills and popped them in, swallowing easily and laying back. They hit fast and she began to giggle a little. The medics took their leave and so did Widow and Hawk, leaving us alone and shutting the door behind them. Cat was giggling giddily and said blearily, "Alone again, Spider."

I smiled down at her and took one of her hands. "Yeah we are. I'd take it easy over the next couple days, Cat - let that heal up a little bit before you go stealing whatever from whoever."

She giggled more but then stopped, looking me straight in the eye. "You saved me twice, Spider-man. You let me go, showed a better way and then saved my life twice."

I shrugged and said, "You saved me too, you know."

"I want you to know who I am;" she said suddenly. I stopped and was suddenly nervous. "Hold on now, Cat. Your mind is a little fuzzy 'cause of the meds. Don't make a decision when you're under the influence of drugs."

She just shook her head. "I've wanted to do this since last night. I was going to before you shot me down. I still want to. I want to show you that I trust you."

She sat up and the gown nearly slipped from her torso and I had to grab it and keep it over her. She seemed to notice and hugged it to her with one arm while reaching up to her mast with the other. "Spider-man," and she pulled it away, "my name is Felicia Hardy."

My mouth dropped open. _Felicia Hardy!_ I went to school with her. For crying out loud, I helped her pass physics and chemistry last year and was helping her this year. Felicia was a socialite who shopped and drove around in flashy cars and attended high class functions with her mother, Lydia Hardy. I couldn't believe it yet there she was, platinum blond hair and all. Felicia Hardy was the Black Cat.


	13. Chapter 12: Complication

_\- Mile Morales_

Peter and I sat alone in a corner of the cafeteria. I was still trying to comprehend what Peter was telling me. The crazy burglar who had stolen from a bunch of major companies was our class mate Felecia Hardy. I could see her from where we were sitting. She was laughing with her friends about something or another. I couldn't help but turn to Peter one more time and ask, "Are you sure that Felecia is the Black Cat?"

He rolled his eyes and said in exasperation, " _Yes!_ She took off her mask and showed me herself."

I just shook my head. "You said that the mask was just a small strip of leather. How is it that it hides her identity?"

Peter just looked over at her and murmured, "With what she was wearing, I doubt anyone would be looking at her face anyway."

Just then, Gwen came up and plopped down beside Peter. "Hey;" she said brightly and kissed Peter on the cheek. "How was your weekend?"

Peter smiled and put an arm around her, giving her a half hug from the side and a kiss on the temple. "I missed you;" he said. Gwen smiled and kissed him again. All this PDA was making me uncomfortable but I put up with it. I spent most of the weekend with Cindy. Peter had been doing his Spider-man thing and Gwen was out of town with family the whole time. "You doing anything tonight?" asked Peter. I chuckled at that. Peter didn't waste any time beating around the bush. Gwen smiled and said, "Well yes."

His face fell slightly until she laughed and said, "I'm going on a date with my boyfriend."

The smile on his face lit the room up and I said, "Alright, before this gets any sappier, I'm going to get to class."

Gwen just stuck her tongue out at me while Peter rolled his eyes.

* * *

The day went smoothly and Peter and I finished school and hung out 'til around six. After that, he kicked me out to get ready to go on his date with Gwen. I knew Cindy would be working on projects for her classes. I decided to stay home and hang out with my dad. We grilled, drank beer and played GO - an Asian strategy game that my dad was really good at and that I was okay at. As we sat there, sipping some Busch, my dad said, "It's be awhile since we had time to do this. How have you been doing, Miles?"

I smiled. He was right, it had been awhile. "I've been doing good, Dad. I'm sorry we haven't had a lot of time. I'll try to make more in the future for nights like this."

He just chuckled and said, "Don't you worry about it, Miles. You're a busy young man still in school. You got good friends like Peter and Harry and you have a great girlfriend. I understand if you don't hang with your old man us much as you used to."

I still felt a little guilty and resolved that I would spend more time with him. He trounced me at GO and I was getting mildly frustrated. My dad laughed and said, "Do you know what's wrong, Son?"

I nodded with a rueful chuckle. "I keep looking at the next move. I need to see the whole picture."

My dad nodded and said, "That's right. Let's play again and we aren't worried about winning or losing. We're worried about that - seeing the whole picture."

We played again and I began to do better. Each time I attempted to capitalize on a certain move, my Dad would stop me. "AH!" he would say, lifting a finger with a grin. "Take a look at the whole board, Son."

It would sometimes find what he was talking about and sometimes, I wouldn't see it. If I didn't see it, my dad would nod and say, "Okay, play the move you were going to and let me show you."

When we were done, I had a greater understanding of the game. After we finished, he set the game aside and said, "Your life is like that board game, Miles. Do you know how?"

I nodded but waited for him to explain, knowing he would. "Just like that game, you need to see the big picture. Now for a man of your age, you do a better job than others but we can all get better at it, even an old fart like me."

I chuckled at that and he continued, "You're a senior now and the first major part of your education is about to end. Your second one is about to begin. Now you listen carefully, Miles 'cause this is probably the most important advice that I can give you. Never let anyone tell you how to think, do you understand? Professors, faculty, fellow students, ROTC instructors - they're all going to try and tell you how to think. They'll tell you that as an American, a student, a black man, you need to be this or that, do this or that or believe this or that. You don't have to do a damned thing! You are your own man. Learn from them, remember their information but you check and recheck every little piece of knowledge they pass on to you with other sources. You hear me, Son?"

I did. I committed this conversation to memory. My dad suddenly smiled and his eyes became moist. A tear rolled down his cheek as he stood. "I love you, Son. Your mother loved you too, with all her heart. I have two more things to tell you, one of which you probably heard a lot from Ben Parker."

I smiled, a lump in my throat. "With great power comes great responsibility."

"That's right, Miles. The second thing is remember who you are and who's you are. Don't forget where you came from in favor of looking forward to where you are going."

We both stood and he hugged me, slapping my back and I managed to say, "I love you too, Dad. I'll remember what you told me."

* * *

\- _Peter Parker_

I pulled around to the Stacy's house and stepped out of the car. For my assistance, Tony Stark had sent me a Visa cash card and a note saying 'Take your girl out on a few nice dates and by yourself something nice on me, Peter. You've earned it. P.S. Sorry if I can be an asshole sometimes.'

Upon checking on it, I found that the Visa had no less than fifteen thousand dollars on it - more money than I'd ever had in my life. I didn't even make it to the door before Gwen opened it. She looked stunning in a blue dress with a white cardigan. "Wow, you look fantastic, Gwen."

She smiled brightly and said, "So do you. You clean up great, Peter. So where're you taking me?"

"Gwen!" came a call from the house. Out came Gwen's dad. He was a Police captain and I had all the respect for him in the world. He worked hard and took his job and his daughter's safety very seriously. Gwen smiled dryly and said, "Yes, Dad?"

Out he came, standing with his arm crossed on the porch. "Wait one moment, Sweetie. I need to have a quick conversation with Mister Parker. Why don't you wait in the car?"

I went to the car and opened the door for her, handing her the keys before heading back to the porch. Captain Stacy walked down the steps and said, "This is normally where I tell you all the stereotypical fatherly things about dating my daughter because I haven't had the opportunity to yet. 'Whatever you do to her, I'll do to you', 'I'll just be waiting here cleaning my service pistol', you know; those types of things. But Gwen has told me a lot about you and I think you don't need to hear all that."

I nodded. "I think the world of your daughter; Sir and I would never do anything to hurt her. I'd also do whatever I can to make sure nothing happened to her."

He smiled. "Good man. Have a good night tonight."

"Any particular time I should have her home?"

He actually laughed and said, "Whenever she feels like it, Mister Parker; bring her back when she's ready to come home."

I smiled and proffered my hand. He shook it and I went back to the car where Gwen waited. As soon as I got in and pulled out of her driveway, Gwen sighed and said, "He gave the speech, didn't he?"

"An abbreviated version, yes;"

She laughed and said, "I'm sorry. That's so embarrassing."

The restaurant we went to wasn't a high class, hundred dollar a plate place but it was still a classy one. We walked in and were seated pretty quickly, which is always nice. "What kind of place is this? I mean, what kind of food do they serve?" she asked me, looking at the menu. I looked at the menu and said, "Not sure but it came highly recommended."

"Yeah?" she said, "By whom?"

I chuckled and replied, "Tony Stark. He was trying to sweet talk me into selling him my silk spinner. Enough about me though. How was your weekend?"

Gwen sighed and said, "Oh it was normal. My dad argued with his brother about some of the current events, the political climate, the environment - basically anything and everything that they disagree on - which is just about everything. My aunt from Jersey, her seventeen year old daughter is pregnant - again. My grandpa is doing great. We had a scare a few months back when he had a heart attack but he's doing wonderfully which is surprising since he's eighty-four years old."

I listened eagerly, absorbing everything about her that I could. It was a quiet evening of cheerful conversation and good food. The restaurant served Mediterranean style food and it was amazing. I'd never had it before. Just before dessert, I saw Steve Rogers and Natasha Romanoff strode in and took a table. The latter gave me a look and jerked her head just slightly telling me that I needed to come over and talk to her. I hid a sigh and a grimace. "I need to use the restroom real quick. I'll be right back;" I said. Gwen smiled and said, "Hurry back."

I went to the restroom, which was down a small hallway. Agent Romanoff met me there. "We need you to meet us as the field office as soon as possible tonight, Peter."

I scowled and said, "Agent Romanoff, you have a whole team of super heroes - adult super heroes who do this for a living and who everyone knows. I am a highschool kid on a date with my girlfriend. Why do you need me?"

"Call me Nat; it will save time. Anyway, I'm not saying to come in right now. Finish your date. You've earned it but we do need to see you tonight. We've already contacted Black Cat too. It has to do with tech that we recovered and it is highly important."

I sighed and rubbed my temples. "I'll be there when I'm done. I don't want this to become a thing, Nat. I'm not an Avenger and I'm not a SHIELD agent."

She smiled and said, "I understand, Spider. I really do. Now get back to your girlfriend. If she were to catch you talking to another woman, she might be pissed - especially dressed like this."

She was right too. She was wearing a backless black dress with a slit in the side that exposed one shapely leg. I chuckled and said, "You're right there. I'll see you later, Nat."

The rest of the date was uneventful. After dinner, we went to a nearby park and walked. The moon was full and it was gorgeous. The two of us talked about nothing and everything - where we planned to go to college and what we wanted to major in - stuff like that. It was so nice. As we walked, a trio of men was coming the other direction and my Spider sense twinged. They were up to no good - I could tell. I sighed internally. Why can't I just have a night off? As soon as they met us, they surrounded us. "Hey honey. What are you doing with a twig like this?" one asked. The others were leering at her. Before I even had a chance to respond, a familiar voice came from the darkness. "Now boys, there's no need for this."

Turning, I saw Black Cat sashaying out of the shadows. I was surprised. They all looked at her and their eyes widened at her skin tight leather jumpsuit. It hugged her body like a second skin and there was still a ridiculous amount of cleavage showing. Immediately, they all ignored us and surrounded her. "Hey, Kitty-kitty;" one of them growled. "How much?"

Cat looked annoyed and said, "I wasn't making an offer, ASSHOLE. I was warning you to stay away from them. Buzz off and find something useful to do."

Another of them sneered, "Trust me, sweetheart, that outfit of yours is offer enough. We can make it worth your while."

I was getting angry and took a step forward. Gwen grabbed my arm. "What are you doing, Peter? She's a super hero. Let her deal with it."

I glared at the three men and Cat, wanting to help and knowing that I couldn't. Slowly, she began to pull me away. It happened fast, one of the men grabbed Cat's arm and she moved, jumping and wrapping her legs around his head and twisting, throwing him to the ground before spinning out of another man's grip. She took them out without even using her cat claws. All three of them were on the ground, spitting blood and teeth and I couldn't help but mutter, "Damn! She's good."

Gwen nodded and said, "Yeah she is. I'm glad she's on our side."

Cat looked down at the three men and said, "Buzz off;" one more time before coming over to us. "Are you both okay?"

I nodded. "Yeah we're great. Thanks for the save. Those guys are pretty big."

She chuckled and said, "Yeah they were. Size doesn't mean a thing, though. How about you, honey? You okay?" she asked Gwen. Gwen nodded and said, "I'm alright, thanks. Your amazing."

"Why thank you;" the Black Cat purred. "You want me to walk the two of you back to your car?"

I wanted to say no but Gwen said, "Actually, that would be great. We thought this was a safe area but I guess nowhere is really safe."

As we walked, Cat said, "I'm a little surprised. Spider-man is usually out and about this time of night. He usually has a knack for dropping in on trouble."

Gwen nodded, "Yeah well, he's only one man even if he is a super hero. I wonder how he got to be the way he was."

Cat chuckled and replied, "Who knows. He probably escaped from a government or illegal experiment."

I myself chuckled at that. It wasn't long before we were back at the car. Gwen and I got in. Before I pulled away, I rolled down the window and said, "Thank you again, Miss. Be careful out there."

She bent down and I had to avert my eyes do to the fact that her costume wasn't fully zipped and showed WAY too much. "You take care of her. She's a real catch - I can tell."

"I'll do that;" I said, looking straight forward. Cat chuckled and said, "And you take care of him too. He's a good guy."

Gwen smiled at me and said, "Yes he certainly is."

With that, Cat straightened and disappeared into the darkness. Gwen sighed and said, "I wish she'd zip her suit up."

I blushed deeply and muttered lamely, "What do you mean? I didn't notice anything."

Gwen laughed at that and patted my leg. "Sure you didn't, Peter."

I laughed too before asking, "Are you ready to go home? It's getting late."

She nodded. "Take me home, Mister Parker."

At her door step, she listened for a second before giving me a huge, burning kiss that made my head spin. When she released my lips, she whispered, "Just so you know, my Dad and Mom will be on a cruise at the beginning of the summer, leaving me home alone."

With that she hugged me and said, "Goodnight, Peter."

I stuttered, still dazed from the kiss, "Goodnight, Gwen. Sleep well."

* * *

I dropped Gwen off and returned the car to the house. When I went inside, Aunt May, Anne Watson and Mary Jane Watson were sitting in the kitchen playing cards at the table. "Hey, Sweety;" said Aunt May cheerfully. "How'd your date with Gwen go?"

"Fantastic;" I said, unable to keep the foolish grin from my face. Mary Jane grinned and said, "I know that grin. What did you do on your date, Peter? Spill."

I blushed and Anne Watson said, "Mary Jane, that is a private matter. You don't have to tell us anything if you don't want to, Peter."

To my surprise, Aunt May smiled mischievously and said, "Though if you don't tell us, we'll have to just assume for ourselves; what would be worse, you telling us or us deliberating on it?"

I glared at her. "Traitor. Fine. If you all must know, I took her to the Meditteranean place and then we went for a walk. That's it. Nothing major;"

"You have lipstick on your face, Peter;" chortled Mary Jane. I immediately went to the kitchen and wiped it off my face, much to the hilarity of the three women. "Awww... Peter you're so cute when you're embarrassed. I could just eat you up sometimes;" laughed Mary Jane. Even more embarrassed, I went up stairs, calling over my shoulder. "Goodnight, ladies;"

As soon as I had shut my door, I called Captain America. "Cap, it's Peter. I'll be there soon."

"Good man. We'll try not to keep you too long. It is a school night after all."

I sighed. It seemed that everyone was going to tease me tonight. "Right; see you in a few minutes, Cap."

* * *

I arrived on the quinjet pad on top of the SHIELD field office shortly after hanging up with Captain Rogers. Cat was there and so were Agent Morse and Agent Johnson. "Thanks for coming, Spider. Let's get this done."

We all went inside. Aside from the Avengers, short Banner and Thor of course, Fury, Hill, Johnson, Morse and Cowlson were there. In addition, there were over a dozen technical specialists. "Okay so why are we here?" asked Cat. Maria Hill explained, "You're here because you were both here when the tech was recovered. Now our best have been working on an obvious problem: why were we able to recover it so easily? Why was Smythe willing to just leave it there when he fled?"

I flinched at the memory of Smythe and Widow gave me a pat on the shoulder. Everyone was looking at Cat who crossed her arms. "Why do you expect me to know?"

"Because you worked with him more than anyone else here; you would know him better;" answered Fury. I cleared my throat and said, "What all was stolen and from who?"

One of the techs handed me a tablet and said, "Everything is on this list. Big fan, by the way, Spider-man."

I smiled under my mask as I looked at the tablet. "Thanks."

The list was pretty extensive:

ARC Reactor Emergency Generator - Stark Industries  
Neural Scanner - Advanced Idea Mechanics  
Genetically Modified Spiders - Oscorp  
Advanced Replicator/Technology Copier - Roxxon Corporation  
Gamma Radiation Emitter - Hammer Industries  
Advanced Security Automaton Schematics - Trask Industries  
Advanced Remote Control Devices, Transmitters and Receivers - Rhand Industries  
Advanced Armor Components - Yashida Corporation  
Advanced Three Dimensional Scanner/X-ray Machine - Worthington Labs

"Wow;" I murmured. That was some serious tech. "Good thing we got all of this back. Was there anything else you were supposed to steal, Cat?"

"Yeah;" she said, "Peter Parker's web-spinner. It's amazing that a highschool kid can make something that other companies seem to be struggling to produce."

Stark chuckled. "Yeah it is. We can make a device that spins silk but we can't figure out how to mix the chemicals perfectly to make the super strong threads the Parker produces. Kid's sitting on a gold mine and doesn't seem to realize it."

I chuckled at that. Oh I realized it. I knew that the stuff could make me a ton but right now, I was more worried about this like stopping a group of tech stealing mercenaries. Cat shifted and said, "I have a question: if Smythe was in charge, why are we still worried about this?"

Fury looked grim. "He was just a middle-man, a front if you will. He got the technology and paid the thief. He himself was just and employee of someone or another. This whole thing is to find out whom and put them away."

I nodded and handed the tablet back to the tech. "One question, I'm assuming that generator was needed to power something. If he didn't get it, isn't this all sort of futile?"

Tony Stark suddenly looked very uncomfortable. "It very well might be. Hell, it probably is but the very fact that they think they don't need it is very troubling."

After a moment, he said, "I wish that they had taken it. I can track any arc reactor's signature with one of my suits pretty easily."

"Truth is, guys;" I said, "they don't need any of this anymore. If they simply scanned all the tech with Worthington's scanner and entered that information with the correct materials into Roxxon's Copier/Replicator, they could literally make their own - with the exception of the arc reactor, I assume. They could have freshly minted technology that are direct duplicates of everything we though we saved."

Everyone was silent and Captain Rogers said, "That's something we're concerned about."

Suddenly, Black Cat gasped, "They aren't going to call me to steal anything else - which means they're going to hire someone else. That person might still try to steal Peter Parker's spinner. He could be in danger!"

I hadn't even thought of that. I wasn't worried for myself - I could bench press a pick up truck and was fast enough to dodge bullets. However, my Aunt and the Watson's were in danger. Fury quickly said, "We have agents in the area and a helicopter almost constantly circling them. We'll get a warning before anyone gets to them."

I wasn't even storing it at Aunt May's. Cindy Moon was keeping it for me, but I didn't tell them that. "I appreciate that. What if it's a super-powered enemy? Will your agents be able to stop them?"

Fury sighed and said, "Depends on who the enemy is. Anyhow, we need to finish this."

"I still am not quite sure why I'm here."

Fury sighed and said, "Son, you're here because we need another brilliant mind to help us work this out. Even with the best tech and best trained agents, we still need help figuring this out."

I groaned and Cat looked at me sharply. I looked at her and asked, "Something wrong, Cat?"

"Nothing;" she waved her hand. Captain America said, "All we can do now is wait. I think that our initial suspicion, which Spider-man just stated, is the most likely one. They are replicating or have replicated the tech so they didn't care about giving them back. The question is why."

I thought about all the technology that was stolen and several things stood out. "We know why they want the reactor, the scanner and the replicator but not the rest, though I can guess. I mean, the way I came to be was being bitten by a gamma irradiated Oscorp hybrid spider. Do you think that they could be trying to make more spider-men? I mean, Doctor Curt Connors, a man who is brilliant in the fields of biology and genetics and all that, said that the DNA has to be absolutely perfect but do you think that might be it?"

Everyone looked startled and Cat was staring hard at me. "That would be disturbing indeed. We will have to talk to Doctor Connors about this. At this point, we really can't just guess at the rest so I guess this meeting is done."

I sighed with relief. "Alright, I would say to call me if you need me but I won't even bother since you would anyway. Take care, all."

I hustled out the door, wanting to get home quickly. Just as I was about to leap from the roof of the building, Cat called me, "Spider, wait!"

I turned to her and she ran up to me. "I know who you are."

I froze and said automatically, "What do you mean, Cat?"

"I know who you are," and she paused before saying, "Peter."

I felt my mind beginning to race. I blew it. I realized that mentioning where I came from and how I happened must have given it away. She explained, "The groan earlier helped but you forgot that I was at Oscorp when you got bitten and I overheard your conversation with Doctor Connors. Those gave it away completely."

I was still quiet but I pulled my mask off. She did the same and we just stared at each other for awhile. Finally, I said, "Well the secrets out, Felecia. What now?"

She frowned, "What do you mean?"

"We know each other's secrets. What are we going to do about this?"

"I wasn't planning on doing anything; I just thought that I should let you know this situation. I'm not going to out you, Peter;" she said, putting a hand on my shoulder. There was something there still, behind her eyes. "Is there something else, Felecia?"

She looked away uncomfortably and said, "I just want you to know that I care about you, Peter. I have since you helped me last year and now that I know, well..." but she shook her head; "but it doesn't matter. You are with Gwen right now."

She walked to the edge of the building and put her mask back on. Sighing, she said, "Hey, can you give me a lift closer to the ground? I don't know if it would work to jump from here. This building's pretty tall."

I nodded, my head spinning slightly. "Sure. Hop on."

She jumped on my back piggy back style and I took her to a lower building to go from. "Thanks;" she said with an almost shy smile before kissing my cheek and leaping away. Why is it that, just as things were getting more complicated, they had to get even more complicated again? Do I ever get a break from all this? Probably not; that's what I get for becoming a superhero.


	14. Chapter 13: Revolation and Graduation

_\- Miles Morales_

The year was coming to an end. Midterms had zipped by and finals were cominig up. Just like last year, people started coming to Peter for help with final projects and studying for final tests. Gwen was kind enough to help as well since she was pretty brilliant when it came to physics and biology and such and that way, Peter wouldn't get overwhelmed. It paid off too. After the final grades were posted, whole groups of people would surround them, waving the final grades in the air and hugging them, thanking them for the help. Well Peter got hugs - kisses too. Most of the guys just shook Gwen's hand and gave her half hugs.

Peter was really busy. If he wasn't working on his projects or studying, he was helping someone with theirs. We actually spent most of our time at Harry's, studying together. What was frustrating was that Peter slept maybe twenty hours in three weeks. His annoying super stamina would have me falling asleep on the couch while he was in a lazy-boy working on his laptop and then have me waking up a few hours later or the next morning and he would either be gone or have gotten back from a Spider-man patrol.

Cindy and I also knew about the SHIELD operations that Peter and Felecia were working on and we kept our eyes and ears open. We also discussed adding Felecia to our little team but Peter was hesitant. Apparently he hadn't told her that we knew who she was - or at least I knew who she was. Cindy's argument was valid, though, "We have two normal people working on this side while you run around like mad. Getting the Black Cat involved would help by having an extra hero in the field, too."

Peter was still hesitant but said that he would talk to her about it. After finals, we got a call from him to meet him and Black Cat in one of the parks. When we got there, we saw him in his red, black and blue Spider-man suit and the Black Cat in her black, white fur-lined, skin tight jumpsuit. Cindy's eye widened slightly at the sight of her attire. Not only was it skin tight, the zipper was beneath her sternum and there was quite a bit of cleavage showing. "These are you friends, Spider?" asked Cat with a smile. "That's right, Cat;" and he pulled his mask off. "They know who I am and I trust them with my life and my identity."

Then, because we were in a public place, he slipped it back on. She nodded and studied us for a moment before shrugging. "If Peter trusts you then I am going to as well. Don't make me regret this."

She pulled her black mask off and said, "Recognize me, Miles?"

I chuckled and looked away a little embarrassed, "Yeah I do - though your outfit threw me for a loop."

"Well that is the point, isn't it?" she said with a slight breathiness to her tone as she put her mask back on. Then, cocking her hip, putting her hand on it and looking at Peter, she asked, "So what is our new team going to be working on?"

Peter said, "Well we have you and I running around fighting crime, kicking ass and taking names while we have these two keep an eye on the background stuff like social media, regular media, police scanners, stuff like that. Cindy was actually my silent partner even before Oscorp. She assisted me in making my spider silk spinner on the more chemical side. I made the machine to spin and she helped me properly mix the chemicals."

Cindy was blushing slightly and brushed her black hair behind her ear as Cat's eyes widened. "I'm impressed, Sister; you must be even smarter than the Spider here. Does he pay you to produce his webbing for him?"

Cindy laughed and said, "He gives me money for the chemicals - which I give to my roommate because she's twenty-one and I make the fluid. I'm actually working on making a tangling web grenade of some kind but I'd have to find a way to make the stuff turn into fiber when exposed to the air and stuff like that but it isn't easy. I also haven't had much time - studying for finals and all."

Felecia looked at me and asked, "What do you do?"

I smirked and said, "Oh I cover for his ass when he needs someone to. You know, tell his aunt that he's hanging with me or out with me. I also help him work on his fighting technique. He may have strength, agility, spider sense and speed but I'm still helping him work on his technique. Some day, he may meet a super powered baddy who is as strong as he is and I want to be sure that Peter is the better fighter."

Felecia smiled, "That's good. Do I get any perks from joining the Spider-Force?"

I chuckled and said, "Well you can use my dad's basement. There's some good work out equipment there and several boxing bags - though the bag hanging from the steel cross beam weighs five hundred pounds - just f.y.i."

"Good to know;" she said with a wry grin. Peter suddenly frowned and put a hand to his ear, listening intently, presumably to his police scanner. "Bad news, guys; we have four people robbing a bank in Manhattan. Wait;" and he paused and sighed in exasperation, "and five robbing jewelry and..." and he paused again before speaking with a down right confused voice, "...and another three robbing an electronics store in Brooklyn! What the hell is going on?"

I sighed and said, "We'll keep our ears open for you and contact you if we get any more information. Hey Felecia, take these and be careful with them, please. We'll call you too."

I handed her a cell phone and Bluetooth earpiece. Her plump red lips twisted upward and said, "Is there anywhere on this suit that it looks like I can put a phone, Miles?"

I blushed and stuttered. Chuckling, she slipped it into a hidden pocket on the side of her thigh and put the earpiece in her ear. "Thanks for toys."

They both leaped off and Cindy muttered rather petulantly, "Is she going to flirt with you every time we get together?"

"I don't think she was flirting;" I protested and she just chuckled, patting my shoulder. "Trust me, Baby; she was flirting with you; now come on. Let's go back to the command center and keep our eyes and ears open."

"Command center? We have a command center?" I asked, slighty confused. "Of course;" she said with a smile, "it's your dad's house - especially since he's visiting his brother in Jersey for the week."

I grinned. "Sounds good."

* * *

 _\- Peter Parker_

Well my night just got exciting. Cat used her grappling hook to keep up with me as we swung towards Manhattan. "I'll take the five at the jewelry store if you take the four at the bank. I'll also give the Avenger's a call and see if they can send a team to take care of the other one."

We split up and after I made the call to Captain Rogers, I wondered if trusting Black Cat with taking out bank robbers and the bank itself considering she was a recently reformed burglar and thief. That went to the back of my mind when I saw the store robbers. There were five of them and they were the same heavily armed and armored mercs that were involved in stealing the tech. I called Cap again and informed him and hung up just as the mercs came out of the store with their loot and that's when I leaped. As I swung towards them and webbed two of them up before even reaching them. The other three had weapons up in a hurry but avoiding their fire was easy. Guns really aren't that scary since you just need to make sure you aren't where the barrel is pointed. I was good at that. It was minutes before they were on the ground and webbed up. The police pulled in and one of the cops looked at me and said, "Well thanks for the help kid."

"No problem. Laters;" and before he could protest, I was gone, heading towards the bank to meet of up with Cat. When I got there, Cat was sitting on the edge of a roof nearby, looking down at something in her hands with a distant look on her face. "You alright, Cat?"

She looked up and smiled a little. "Yeah, I'm fine, Spider. I'm just thinking, that's all."

I sat down beside her and watched as the cops cleaned up the scene below. The four guys were being cuffed and put in the back of the cars and the money was being documented. Suddenly, Cat said, "It would have been so easy, you know? I could have grabbed a bag of cash and just ran after stopping these guys but I didn't. I wanted to - it would have paid the rent on my penthouse for months without me having to dip into my trust fun. Not only that, I could have helped a lot of people out. But I didn't - I didn't because of you."

She looked up at me and removed her mask. "Peter, do you realize how much you've changed me just in the past month? I was angry, spiteful and self-righteous and wanted to hurt powerful people who I thought were victimizing poor people. But you helped me see that it isn't so simple. A couple months ago, I would have robbed that bank, not realizing that I was hurting people in the longrun and thinking that I was still doing good."

I nodded and said, "You made the right choice, Cat. I didn't do anything. It was all you."

She smiled and turned to me. "That's not what I meant. I want to be like you. I want to be good because it's the right thing to do, yes, but also because I want to show you that I can be a good person."

I put a hand on her shoulder, "Hey, I know you're a good person, Felecia. If I didn't think you were, I would have had SHIELD throw you in the slammer in the first place."

She suddenly hugged me, her head against my chest and whispered, "Peter, Gwen better hold on to you real tight because she doesn't even know how lucky she is and the minute she let's go, you're mine."

I felt a little uncomfortable but I still wrapped my arms around her and said, "I'm flattered, Felecia. I really am but..." and I trailed off, not really knowing what to say. She let me go and put her mask back on and we stood. "Any word from the the other site?"

"Not yet;" I replied, "let's head that way. Hey, hop on. I think I could get us there faster."

She wrapped one arm over my shoulder and the other under the opposite arm, also wrapping her mile long legs around my waist. "Take me for a ride, Spider?" she whispered seductively in my ear. I just sighed and said, "You know, if you're gonna make things difficult for me, I'm not going to keep doing this."

She giggled as we swung there. A full SHIELD tactical team was there led by Agent Coulson who looked grim, which was pretty serious since he tended to be pretty expressionless. "The Avengers just sent Cap and a few others to Stark Tower to make sure the Tony and Rhodey don't need assistants with another attempted robbery. At the same time, Romanoff, Barton, Wilson and Morse were sent to reinforce the agents watching your house and it was a good thing too because a van of mercs tried to break into your aunt's house. They're onto us, Spider-man."

I began to feel frustration expanding inside me. "Did anyone manage to follow them back to their hideout?"

"No. Whoever is in charge of these guys managed to get them back to their contact and distract our teams with decoys or by endangering innocent citizens;" said Coulson. "Did they get away with Stark's reactor?"

"No, they scanned it instead - same with your spinner."

I straightened and looked at him, "Wait, how did they get it? It wasn't at Aunt May's house!"

"Apparently they have people following your friends around."

That scared me. That really, REALLY scared me. "They know who I am!" I whispered.

"At least one of them does, we think, yes; but don't worry, we'll have agents stationed all over - at your school, near your aunt's house, with all of you friends - everywhere. They'll be in disguise so you might recognize them but other people won't."

I sighed with relief though I still felt a little uneasy. Cat nudged me and said, "Hey, we'll be there too, you know. I'm still just as capable without my sexy outfit and you're still the amazing Spider-man without your tights."

I chuckled and felt a little better. It still didn't sit great with me to have Gwen possibly in danger if they decided to target Midtown High but I felt a little better. Coulson said, "You don't have to worry about it at all. Agents Romanoff, Barton, Morse, Johnson and Carter will each be leading an undercover team. If anything happens, you hit the dirt and stay under cover. Let them take care of it."

Felecia and I just looked at each other. Yeah, that was going to happen.

* * *

\- _Miles Morales_

Well I have to say that not a lot of work was getting done in our 'command center'. We set up two laptops, each with two screams showing four different news stations. We also had the radio on and the tv which we started out scanning periodically. The police scanner was on too but as soon as it reported that the thieves had been caught, we kinda got distracted. Cindy was bored and started to rub my back - then my leg. Then I kissed her once, and then again, and then without stopping. She had me lying on my back, kissing me passionately, one hand behind my head and one hand on my chest. Mine were rubbing up and down her back and wrapped in her silky black hair. I'm not sure how long we were doing that when my phone started ringing. I got it and Cindy scanned the monitors again. It was Peter. "Hey Miles, you two having fun?"

I cleared my throat and said, "Yup - just checking the monitors. Any good news?"

"Yup; apparently the three teams we ran into were part of a five pronged operation - two of which were to get into Stark Tower and scan his generator and to get to my spinner and recreate it."

I groaned and then shot up with a gasp. "Wait, your spinner is at Cindy's dorm!"

"I know. Cat and I are on the way now. Tell Cindy and stay with her. Anything on the news?"

I looked over at Cindy, who returned the look with concern. "Just that you were successful and not much more. We'll keep watching, though."

Peter replied, "No. You two need to get some sleep, alright? Set her up there and keep an eye out. We'll keep you informed."

I chewed my lip and said, "Alright. Both of you - be careful! Call us when you're done and make sure Felecia does the same. Take care, Brother."

* * *

 _\- The Following Morning_

We all met for breakfast in normal, everyday clothes at a Dunken Donuts. Felecia looked tired and so were we which made it annoying that Peter seemed just fine. He looked grim though. As soon as we were settled in, he took Cindy's hand and said, "Cindy, I hate to tell you this but our friends on high;" which was our name for SHIELD, "said that Julia was missing from your apartment. They think that she was kidnapped."

I gasped and wrapped an arm around her. "No;" she gasped, "oh no, not Julia! What happened? How? Was it when they scanned the web spinner?"

Peter grimaced and said, "They seem to think so. We don't know how but they slipped past the SHIELD agents, scanned the silk spinner and took Julia."

She looked down, tears spilling from her cheeks as she pressed closer to me. I kissed her temple to try and comfort her. Felecia continued where Peter had left off. "There's more; there were several other kidnappings throughout the country. A Jessica Drew was kidnapped from Washington D.C. She was apparently on vacation with her family and is originally from Transia in southern Europe. Another was Martha 'Mattie' Franklin from New Jersey was kidnapped from her home."

Cindy wasn't listening. Suddenly, she looked up and glared at Peter. "You could have stopped them, Peter. You could have done something."

Peter suddenly looked shocked. "What? Cindy, I'm sorry your friend was taken but..."

"MY BEST FRIEND!" she almost shrieked, jumping up. "She's gone 'cause you and your new _girlfriend_ were being heroes."

With that, she stormed out, grumbling to me, "I'll be in the car, Miles. I want to go home."

I looked at Peter who looked shattered. Immediately, both Felecia and I said, "It's not your fault, Pete. They set this up perfectly."

"He's right Peter; you and I did everything we could. Not even SHIELD saw this coming and they have eyes and ears everywhere. I'm sure it's just a matter of time before they call us. Please don't blame yourself."

We both gathered around him and hugged him. Suddenly, one of the worker at the coffee shop, a cute blonde and a junior from our high school name Debra Whiteman, asked, "Are you okay, Peter? Is she okay?"

Peter didn't answer and Felecia said, "Yeah. We just got some rough news and had an argument and both Peter and our friend is taking it pretty hard. Thanks, Debbie;"

* * *

 _\- Peter Parker_

I was angry and upset and anxious all the same time. It was a week before graduation and I wanted to find these thugs and save those three girls. I had gotten my silk spinner and used one of the more permanent spider silk formulas to make a belt and pouches. Filling them with web cartridges, a camera, film and my phone, I went hunting. I stopped petty crimes as I found them, listened to the police scanner and called Captain Rogers, asking about the kidnappings. He told me everything he could but they didn't have much. Whoever these guys were had all the skills of the very best SHIELD agents and were horribly difficult to track. "Please be careful and don't do anything to drastic, Peter;" he urged me. I promised I would and kept on with my hunt. I didn't find anything, though. However, when I was in Manhattan, I ran into a group of ninjas slugging it out with three heroes - a big, African-American man, a smaller but highly skilled man and a man dressed all in red with his face covered by a mask. I jumped in, downing two of the ninjas as I did and we fought four square, driving out opponents back until they fled, carrying their injured. The other three looked at me and the big guy said, "I heard about you - wish you'd make your way to Harlem more often, Spider-man."

Considering that our enemies had swords, guns and every weapon in between and the fact that his clothes were cut to ribbons but he wasn't bleeding, I assumed he was the bullet proof man Luke Cage. "I wish I could to but I don't really go into places where I know someone else is handling things, Mister Cage."

He waved his big hand and said, "My name is Luke - no need for this 'Mister Cage' bullshit. My friends here called me up to help with a gang of Yakuza thugs who were transporting heroine through here. What brings you here?"

I said, "Well there have been some kidnappings recently and I have evidence that supports the idea that whoever is doing it is based here in New York. They are heavily armed mercenary groups wearing unmarked military gear and no flags. I'm just patrolling the cities and keeping my eyes open for them."

The second individual, who was wearing strange cotton pants, a sleeveless t-shirt that showcased well defined muscle and longish brown hair, proffered his hand. "I'm Danny Rhand; it's good to meet you. We'll keep our eyes open for you while we're out and about."

I turned to the third man. He hadn't been looking at any of them, his head turned to the side to listen. I turned to him and said, "You must be the devil of Hell's Kitchen. Heard some pretty amazing things."

He smiled and said, "Likewise and I prefer Daredevil these days. It's easier. What's a number we can reach you at?"

I gave them the number of the phone that SHIELD had given me and they gave me theirs as well. Luke Cage suddenly had to answer his. I talked with Danny and Daredevil until he came back. "My wife will be here in a minute to pick me up. Listen we should do this more often. Maybe we can learn who this Kingpin of Crime is and take him down together. What do you think, Spider-man?"

"I wouldn't mind that but now I have this to take care of. I have a friend who might like to join up with us, too. Anyhow, I need to get going. The night's still young and this city never sleeps. Take care, guys."

Just before I was about to leap off, a woman landed right next to me and Luke. "Ready to go, Honey;" she asked. Luke nodded and wrapped his arms around her from behind. He frowned suddenly and said, "Have you been drinking, Jess?"

"Don't you start with me, Luke Cage. I only had one drink before I took off to come get you."

I chuckled as they squabbled and she flew off into the night. "Someone who can fly without a tech suit of some kind; well that's a new one for me. I wonder how she does it."

Daredevil shrugged and said, "Not sure but it would take a real smart physicist to explain it. Anyway, I'm getting back to Hell's Kitchen. Have a good night, Gentlemen."

I chuckled and took off, heading towards Queens.

Aside from a few petty crimes and even a couple more organized crime related ones, I didn't find anything of note, so I went home to get some sleep.

* * *

 _\- The Morning of Graduation_

I was wearing a nice suit and was very nervous. I don't know why. This ceremony wasn't as dangerous as most of my nocturnal activities but somehow, this one caused my anxiety to skyrocket. There was a nock on my door. After making a quick scan throughout the room to make sure none of my spider-paraphernalia was visible, I said, come in. It was Aunt May and she was smiling proudly with a tear in her eye. "Oh Peter, look at you;" she said as she walked up to me. She brushed some imaginary dust off my shoulder and fiddled with my tie. "Put on your robe and tie. We need to leave soon."

I did and she just gazed at me with so much pride and love. "You look so handsome, Dear. Your uncle would be so very proud."

I felt a lump come into my throat and I tried to clear it. "Thanks, Aunt May. That means a lot. I..." and for a second because I was afraid I was going to start crying; "I wish he could be hear."

"Oh me too;" she sighed and hugged me. Suddenly, there was another knock on the door. It was Mary Jane in her own robes. "Looking good, Pete. Are you both okay?"

"Yes, we are Dear;" said Aunt May as she straightened my robe. "Right, let's get this show on the road."

We all drove together to Midtown High. A bunch of our friends met us with big grins. We hugged and high fived each other, laughing with excitement. We were almost done with Highschool and it was a very invigorating moment. Miles was grinning his huge, white toothed grin and he couldn't stop laughing and slapping my back. Suddenly, while we were gathered, Cindy ran up and hugged me. "So proud of you;" she whispered. "I'm so sorry about everything I said, Peter it wasn't fair."

I hugged her back tightly. "I know, Cindy. You were upset and I would probably act similarly. Thanks for coming here. I really appreciate it."

She let me go and smiled before turning to Miles and kissing him. "See you later, Baby. Proud of you."

Gwen came up to me and hugged and kissed me, saying as she did, "We're finally almost done with this. Isn't it so exciting?"

I smiled "Yes, Miss Valedictorian, it is very exciting. You deserve it, Gwen. Do you have a good speech written? Don't tell me - Miles helped you with it, didn't he?"

She chuckled and said, "Maybe a little."

* * *

We had a pretty big class and spent two hours afterward getting pictures. Flash surprised me by coming up to me afterward and hugging me roughly, slapping my back hard enough for it to hurt a little and laughing, "We did it, Parker. Hey, thanks for all your help, bro. I might have been sunk without it. Come on, get a picture with me."

I chuckled and said, "Alright, Flash. Let's do it."

A big group of us went to a restaurant afterwards with our families, basically having reserved the entire place. It was a lot of fun. The festivities went late into the night and when it was finally over and we went home, I was actually too tired to go out on a patrol. I was about to tumble into bed when I got a call on my Spider phone. I groaned, knowing that the only people who had that number were the other New York superheroes, SHIELD, the Avengers and my three team mates. It was Captain Steve Rogers. "Hey Peter. Can you meet us down the street? It's gonna be quick, I promise. No mission, just a quick conversation."

I nodded and climbed out my window, hustling down the street. There was quite the group of them - Cap, Natasha, Clint, Morse, Sam Wilson, Tony and even Fury were there. They were all smiling. Cap came up and proffered his hand. "Way to go, Peter. You're done one big stage of life and another one is about to begin."

I took his hand and he pulled me into a rough hug, slapping my back. The others shook my hand and Natasha even kissed my cheek. Stark gave me a business card with his office and personal number on it. "If you need an internship in college, I'm your man, Peter."

"Thanks;" I said with a grin. Fury shook my hand and said, "Congratulations, Kid. Now that you've graduated, I'm going to make you an offer that I really don't expect you to take at the moment - to join SHIELD."

I was shocked. "Th-thank you, Director Fury but you're right, I can't accept that yet. I still want to go to college."

They all nodded and chuckled. "Where're you thinking of going?" asked Agent Bobbi Morse. "I've only applied to ESU at the moment and am waiting - well, hoping - for the acceptance letter."

She nodded. "Well you're brilliant and you already invented a ground breaking piece of tech so I wouldn't be surprised if you got it."

They all slapped my back and shook my hand one more time before Stark handed me a small box. "Congrats, Kid."

I said thanks as they piled into their SUV's and disappeared into the night. I hustled back to my room and opened the box. Inside was a note saying:

 _Dear Mr. Parker,_

 _Congratulations on your graduation. Use this money to keep working on your silk spinners - the big one and the smaller ones. Use it to buy more chemicals and equipment and you could go far and maybe, just maybe I can convince you to either sell it to me or work for me - preferably the former. Regardless, best of luck to you._

 _Sincerely,_

 _Tony Stark_

I set the card to the side. Aside from the card was a really nice watch, not mentioned in the card, a tablet of the highest quality - of course it was Stark Tech, and a check for fifteen thousand dollars and it was labeled for 'advancing spider silk tech' in Tony Stark's rather shoddy handwriting.

I was shocked. That was a lot of money. Immediately, I called Cindy and said, "You will never believe this..."


	15. Chapter 14: Tragedy and Opportunity

_\- Peter Parker_

As the summer began, I began to look for a job. Mister Morales gave me and Harry ou jobs from last summer. To help with a little extra money, I began looking into ads from the Daily Bugle. Apparently J. Jonah Jameson, the editor and chief there, was looking for pictures of the lesser known super heroes such as Spider-man, Luke Cage and so on. Now I doubt that Cage and the others would allow me to get their pictures for some extra pocket change but I was willing to have a couple snapshots taken - or, for that matter, to take a couple snap shots of myself. Using one of my first paychecks, I bought a very nice camera, film and the necessary chemicals, pans and equipment to develop the photos. My Uncle had showed me how a long time ago and we even had turned a large ground floor closet into a dark room. Miles thought it was a great idea too. All three of us worked together at his dad's store during the week. On the weekend, we hung out with our girlfriends and with each other and talked about the colleges we were applying to and which ones we most wanted to go to. Miles wanted to go to the University of Chicago. I, Gwen and Harry were going to attend Empire State University. So was Felecia, or so she said. While we all eagerly awaited our letters of acceptance or letters of rejection, we worked and enjoyed the summer.

I took a deep breath as I went into the Daily Bugle, a folder of pictures of me and Black Cat. Felecia had been eager to have a couple pictures taken of her. The ad had stated that he would pay a hundreds a picture and I had a whole roll of film in my folder. Going up to the receptionist, I said, "Excuse me, I read in the paper that Mister Jameson was buying pictures of super heroes."

She smiled brightly and said, "Let me give him a call for you, Mister-"

"Parker; my names Peter Parker;"

I took a seat but as soon as my butt hit the cushion, she said, "Mister Parker, we'll have his editor take you up. Ah! There he is. Mister Robertson, this young man has some pictures for Mister Jameson."

A tall man smiled at me and said, "Come on up, Mister Parker. What do you have pictures of?"

"Spider-man and another super hero who calls herself the Black Cat;" I answered and lifted my folder. The man's dark eyes widened. "Well I'll be damned; I can't wait to see them. Let's go show Jonah."

We went to the top floor and I saw a young woman sitting at a desk outside a huge office. She stood with a smile and said, "Go write on in. Mister Jameson is quite excited to see what you have."

Mister Robertson and I entered and saw a man with a flat top hair cut, graying hair at the temples, a mustache and the look of a very determined and intense man. Oh what else can I say about J. Jonah Jameson? He was loud. He was aggressive and he was very brisk. "What do you have for me, Mister Parker?" he asked in an overly loud voice. I handed him the folder and he began to leaf carefully through the photos. His intense expression began to take on an air of interest. "Very nice; very nice indeed; these are much better than the crap people have been trying to get in. Wow..." and he held up one of Spider-man and Black Cat posing for the picture, with Cat leaning seductively against Spider-man, her back against his chest. "How'd you get them to do that?"

I couldn't help but chuckle. "I asked them nicely."

Mister Jameson snorted and said, "Well let me see here, I'll take this one, this one, this one and this one. Fifty bucks apiece was the deal, right?"

I nodded. "That's what the add said at least."

"Betty!" called Mister Jameson. The redhead at the desk outside came in. "Write this young man a check for two hundred dollars."

He handed me the rest of them back. "Glad to see that some young kids are interested in going out and earning money. Interested in a career in the press, Parker?"

I thought about it for a moment and then said, "Maybe. I like taking pictures."

"Well when you make up your mind, call Miss Brant and we can set up an interview."

With that, he dismissed me and Mister Robertson. The man said, "Well, Kid, that's the first time I've seen Jonah act like that. He must like you. Those are some great pictures by the way."

* * *

Outside in the car, Miles grinned at me as I showed him the check. "Very nice;" he said as he put the car in drive and we headed towards the bank. After deposting my check, and as we headed towards Harry's house, Miles mention offhand, "So Cindy and I broke up."

"WHAT?" I said. "Woah, woah - what happened, Man?" I asked. He shrugged and seemed alright. "We decided to end it since I'll be heading to Illinois at the end of the summer."

I nodded and then it struck me what he said, "Wait, you got your acceptance letter?"

He grinned and said, "Yup. Sure did. I'm going to the U of Chicago."

I didn't quite know how to react. "Well um... congrats on the acceptance and I'm sorry about the break up. Are you doing alright?"

He shrugged. "Yeah I am. We agreed about it. I really like her but the truth is that neither of us would be good at a long distance relationship so we decided to end it without all the pain. I mean it still hurts a little but it could have been a lot worse."

As we pulled through the gate of the Osborn's estate, Miles's cell phone rang. "Go on, Peter; I'll be right in."

I went in and Harry was waiting with a grin. "Hey Peter, I just got my acceptance letter from ESU!"

I smiled and said, "That's great, Buddy. Congrats!"

"You get yours?" he asked and I chuckled, "I'm not sure. I haven't been home alot in the past few days. I just got paid by the Bugle for some pictures I took. Man, this summer is busy."

Before either of us could say another word, my cell phone rang and, to my surprise, it was Miles. As soon as I picked up, Miles said, "Hey Pete, tell Harry I'm sorry but I'm headed to the hospital. My dad was there because he's been feeling a little off recently. The doctor found something in an X-ray a few days ago and now my dad wanted me to go there right now."

I felt my heart begin to pound. "Please keep us up to date, Miles and if we can do anything, let us know."

When Harry heard, he asked, "Do you want me to grab a car and head there?"

I chewed my lip and shook my head. "No. Let's wait and see what Miles reports back with."

* * *

\- _Miles Morales_

As soon as I pulled into the hospital and ran inside, I knew that something was wrong. I don't know how but I could just tell. "I'm here to see Jefferson Morales, please."

The nurse directed me and I headed there. My father was sitting on a hospital bed in a hospital gown. "Dad, is everything okay?" I asked. He didn't seem to look very concerned. In fact he was grousing about being made to stay there. "The doctor seems to think that it could be cancerous and he's putting a rush order on some tests. He wants me to stay until all the tests results come back."

"How long is that going to take?" I asked, anxiety filling me. My dad just shrugged and said, "Later today or tomorrow. It depends. I want you to head to the store and make sure it's closed up right tonight."

I nodded. "I'll make sure it get's done. Can you keep me updated, Dad?"

My dad smiled and patted my shoulder. "You know I will, Son. This will all be fine."

I chewed my lip and felt a thick lump in my throat. "How can you be sure?"

He pulled me into an awkward sideways hug and said, "Because I have faith. Anything that happens will be according to the good Lord's will."

That wasn't very comforting by I mustered a smile. During my drive back to the star and all while I closed it up, I prayed to God that he would keep my dad safe and alive and that whatever it is would leave his body. I didn't sleep very well that night. I was exhausted all the next day and when my friends asked me what was going on, the best answer I could give was, "I don't know. I'll let you know as soon as I do."

When I was called back to the hospital, I already knew it was bad. The doctor had a very serious face and my dad looked a little pale and grim. I went over and crouched by him. "I'm afraid that you have a particularly rare and aggressive form of cancer."

He went on to explain something about it attacking his organs and quickly shutting them down, ending with, "At best, I would say that you have a month to live."

We were both quiet and I was in shock. My Dad, after a minute, cleared his throat and asked, "What are my options?"

The Doctor pursed his lips before saying, "We can try chemo or radiation but frankly, Mister Morales, your odds are not good. This particular kind of cancer moves quickly and is highly resilient to most methods of treatment."

"What would you recommend, Doctor?"

Setting his clipboard down, the Doctor looked very sympathetic and said, "I recommend that you get comfortable, Mister Morales and settle your affairs. We can move you into hospice and make sure that you are well taken care of."

I couldn't handle that. "I need to step out."

I went out and texted Peter, telling him the situation. It was less than a half hour before he, Harry Osborn, Gwen Stacy, Felecia Hardy, Mary Jane Watson, Cindy Moon, Eddy Brock and even Flash Thompson showed up. As soon as they did, I couldn't hold it in anymore. I began to ball like a child. They surrounded me, most of them with tears in their eyes too. They offered prayers and emotional support and told me they would do whatever they could. At the time, it was very little comfort but it still was some. The doctor recommended that we go out and get some air and some food. They all took me to a restaurant and Harry bought us all dinner. I ate automatically, not tasting the food and not feeling the warmth of it as it went through my body. Peter sat on my left and Cindy on my right. When we were done, Harry and Peter went to the store to finish the day up while Cindy took me back to the hospital. "I'm still here;" she whispered as I got out of the car. It warmed me and I said, "I really appreciate that, Cindy."

On my way back in, a youngish man approached me and proffered his hand. He had an earnest and caring look about him. "Hello, Mister Morales. I'm so sorry to hear about your father. My name is Alistaire Smythe and I represent the pharmaceutical division of Oscorp and I want to offer you an opportunity to save your father."

Hearing that nearly floored me and I eagerly said, "Tell me everything."

* * *

\- _Peter Parker_

I didn't know what to do. Mister Morales was a great man and I was hurting badly for Miles. The only thing I could do after getting done with the store was get in my spider suit and go on a patrol. It seemed like the entire city was stilled by the news. I couldn't find a single criminal or anything. I wound up on top of the Daily Bugle, just staring off into the distance. When I felt a small hand on my shoulder, I wasn't surprised to see Black Cat standing there. She didn't say anything, she just hugged me and we stood there. "What am I supposed to do about this?" I finally asked. "I have this power - some would even say considerable power - and yet I can't do jack about this."

She didn't reply, she just squeezed me tighter. I kept going, "What is the point? What is the point of this if I can't help a good man like Mister Morales?"

"You aren't God, Peter;" said Felecia quietly. "Even with all your amazing abilities - your sense, your strength, your stamina - you are still only human."

It reminded me of what Cap and Cindy had told me on different occasions. "I know but that doesn't help me feel any better."

Felecia gave me another squeeze. "I know. One day, when you're a brilliant scientist, you can invent the all powerful cancer killing cure but until then, all you can do is be there for Miles. Now come on. I'll bet he and Mister Morales could use some company."

I nodded and asked, "Need a lift?"

She chuckled, "Well no but since you offered."

We headed back to the hospital but it was getting pretty late. There was only about an hour of visiting time left. We got there in time to see Miles come out of his dad's room. He looked tired and still anxious. "Hey, buddy;" I said, "want to go get a bite to eat?"

He forced a smile and said, "Thank's man, but I'm going to go home and get some shut eye. I'll get together with you later, alright? Hey;" and he wrapped us each in a brawny arm, "thank you both for being so supportive. You two and Cindy are great and I doubt I could do it all without you."

We walked out and I realized that I was at the hospital without a car. "Guess I'm calling a taxi;" I murmured but Felecia said, "I'll call a driver and he can drop you off on the way to taking me home."

When he showed up, he did so in a very nice white SUV. Inside was spacious and I just sat back, feeling helpless. They dropped me off, I found out that Mary Jane and Anne Watson had moved back into their apartment. It had been a few months since the house was old and had been completely overhauled do to a nasty mold and asbestos problem. Aunt May sat on the couch, looking at some old photo albums. I went and sat beside her. "Hey, Aunt May;" I said tiredly. She smiled and put an arm around me, kissing my cheek. "Hi, Peter. How're Miles and Jefferson holding up?"

"About as can be expected. I think Miles is taking it pretty hard."

I looked at my Aunt's face. She was still beautiful - my friends often teased me about having a 'hot aunt'. She was the only person I've ever known as a mother and as I started to fall apart, she wrapped her arms around me and shushed me as I sobbed - the hopelessness of the situation crushing me.

* * *

 _\- Miles Morales_

I couldn't tell Peter and Felecia, or anyone for that matter, about Alistaire Smythe and his offer to me. His father was the man who Peter had killed when he and Cat had fought the mercenaries and recovered all that technology. The reason I trusted him was two fold: one, it was common knowledge that the son and father were estranged. Second: Mister Smythe was a man who stood for the perfection of medical breakthroughs to heal and cure everything despite the fact that there was more money in making treatments rather than cures.

He had offered me a very experimental treatment that should be able to kill the cancer that was killing my dad. Indeed, if the cure was half what it sounded like, it would kill just about any cancer or disease that a human could be infected with. The paperwork he had given me, which I had hidden from Peter and Felecia, was extensive. It explained in medical speak how the process would work. There was also a form that was in legal speak. I read through it several times, often using my laptop to look things up and I managed to understand it, though it took me several hours. Basically, using my blood and several kinds of untested medication, they would be able to make a serum that would attack the cancer and destroy it without harming my dad's body. The reason they needed was my blood was because we shared the same blood type and my DNA would be similar enough to my dad's so that his body would attack the serum and eliminate it. When I had asked about the price, Alistaire had earnestly stated, "You wouldn't owe Oscorp anything. In fact, if you look at this contract, you would find that we would be in your debt for allowing us to test this on you and on your father. You do need to get him to sign it, though. Can you do that?"

I wasn't sure but I would certainly try. "There is another opportunity in there. You don't have to sign it now but please look over it for me. We think you would be a perfect candidate for an experiment and we would pay you very handsomely for it."

I hadn't even bothered looking at it yet and wasn't going to until the treatment had at least been attempted. Sighing and rubbing my eyes, I resolved to present this to my dad in the morning. Right now, I needed sleep.

* * *

\- _The Following Morning_

I visited my dad after Peter, Harry and I had opened up the store, bringing all the documents with me. As soon as I arrived, I heard my dad saying to the doctor, "If I'm going to die and there is no reversing it, I want to be at home when I do, Doctor. There is no need for a hospice. Now, when can I get out of here?"

The doctor sounded hesitant but said, "I can have you released right now but I strongly suggest against it."

"Great. I want to be out of here in an hours;" Dad said as I walked in. "Hey, Miles! How's the store doing?"

For someone who was dying quickly of cancer, he was in quite the cheerful mood - so much so that I couldn't help but smile. "We taking you home?"

"As soon as the good doctor lets me out;"

Less than an hour later, I had dad at home in his arm chair, sipping on some coffee. Taking a deep breath, I said, "Hey dad, at the hospital the other day, a man from the medical/pharmaceutical division of Oscorp approached me and had an offer for us."

I explained everything to him and waited for his reply. Dad was quiet for some time before saying, "You looked into all this?"

I nodded. "Well, give Mister Smythe a call and we'll have him over so we can talk about it. I think it sounds pretty good but I would prefer to hear all this in English, not legal and medical speak."

I agreed, excitement and hope wriggling and worming its way into my stomach.

* * *

 _\- Peter Parker_

I woke up the following morning, Saturday morning and remembered that the store would be closed until further notice. When I looked over at my desk, I saw an envelope on my desk. Opening it, I found an acceptance letter from ESU. Considering the circumstances, I couldn't even feel happy or excited about it. I was about to role right back into bed when my phone rang. It was Captain Rogers. I groaned, not wanting to deal with this right now. None the less, I answered. "Hello?"

"Hey Peter. Natasha and I were wondering if you wanted to do breakfast."

"Breakfast?" I asked, totally confused. Captain America never just wanted to meet for breakfast. Did the Avengers just eat breakfast with normal people like me? Well I mean, I guess I wasn't normal anymore but still. His reply was, "Yes, Peter, breakfast. You know, the first meal of the day and some say the most important one. Hey! 'Tash, what are you-"

"Hey Peter, it's Natasha; we'll be there in fifteen minutes to pick you up; unless you have other plans?"

I shook my head and said, "No, I'll be ready. My Aunt is out with her friends this morning - they're doing a 5K for some cause or another. What's this about?"

"Nothing. We just heard about your friend Miles so we thought we try to take your mind off it."

I was shocked as I began to get dressed. "Don't you have a world to watch and such?"

She laughed and said, "Spider, we have a team of superheroes who can take care of anything not to mention SHIELD. Thor and Banner are even back at the Headquarters so we're overstaffed. Besides, things have been disturbingly quiet lately."

I nodded, standing with my shirt in one hand and my phone in the other. "Alright well I'll see you when you get here."

"Already here - nice six pack by the way. Have you been working out?"

I looked out my window and saw them waiting, leaning against the side of a black Honda Civic. Natasha waved and I blushed, muttering, "Uh... great. Be right out;" before hanging up and putting my shirt on hastily. I was still blushing when I went out the door. They were both chuckling at me. "Kid, you're cute when you're embarrassed. Climb on in and let's get some breakfast."

We chatted about all kinds of stuff - the local super hero population and their work, SHIELD training, whether I was going to accept Nick Fury's offer, Thor and Hulk being back in town - all sorts of stuff. As we talked, I watched Natasha's hand brushing Captain Roger's several times - just barely noticeably and vice versa. It actually made me grin. They were acting like two kids who were trying to hide that they liked each other. One word: hilarious. I was definitely bringing it up."

We went to a diner and Captain Rogers, who insisted that I call him Steve, order a MASSIVE pile of pancakes. I stared at it with my mouth open. "Hey, don't stare;" he chuckled, "I have a really high metabolism because of the serum. You should know, your order is almost as big."

Natasha was laughing at both of us even though her meal was sizeable. After our food arrived, Natasha smiled and said, "So your relationship with Miss Gwen Stacy hasn't taken any hits because of your super secret super hero work, has it?"

I shook my head. "I've been late a couple times to dates and had to cancel one but otherwise, we're good." Then, unable to help myself, I asked, "How about you two - does the Avengers life and SHIELD life leave either of you much time to date?"

Natasha went with it, master spy and interrogator that she was. "I'm flattered, Pete, but we just got done talking about your girlfriend and I'd hate to be be one of those women. No, we don't have a lot of time - at least I don't. I can't speak for Steve."

Steve swallowed a mouthful of pancake and said, "Oh I go on a date every now and again. There's one particular girl I'm interested in who's pretty great but for the moment, we're mostly just taking it slow. We're both pretty busy and don't have a lot of time for it."

I hid my smirk in a mouthful of fried egg. Natasha just sipped her coffee, not showing anything. When we were finished, Steve asked, "Want to drop by the field office this evening? We're having a training event for some of the newer SHIELD Agents. Between you and me, we even got Black Cat to say she'd come. Interested?"

I didn't have any plans. "Sure, I'll be there."

I figured I could spend the afternoon with Aunt May and then, later in the evening, I'd head over to the office. "Thanks for breakfast. I'll see you later this evening."

Aunt May still wasn't home so I gave Miles a call. He seemed to be doing better and I was glad and told me that he had taken his dad home. That was good. When my aunt came through the door, I said goodbye to Miles and we passed the rest of the day just hanging out around the house.

* * *

 _\- Miles Morales_

My dad considered the offer that Alistaire Smythe had given us for several minutes. Mister Smythe had come with a lawyer and a notary just in case we were going to agree to the terms. Finally, my dad said, "How would this be administered, Mister Smythe?"

"We will hook you up to an intravenous bag and use three syringes of fluid that contain several different medications. The IV bag will have your sons blood so that your body accepts the medication which will then attack the cancerous cells and honestly anything else causing your body harm. I have to level with you, Jefferson; this is the first time these fluids are being used on a human. They have been used to cure animals of cancer but not humans yet."

After a moment, Dad smiled and said, "Well what's the worse it can do? Kill me?"

I sighed with relief as Dad and Mister Smythe stood and shook hands. We all signed and Mister Smythe said, "We can even do this in your home. On Monday, I will have a medical team come here and we will sterilize your home. After that, we will get you set up in your bedroom where you will be most comfortable. I have to be honest, while this medication is fighting the cancer you're going to feel quite sick. Naseau, a high fever, chills and so on. It might take a few days or a week or even longer."

"Understood; thank you for this, Mister Smythe;" said Dad. I agreed, "Yes, thank you, sir."

So Monday it would be.


	16. Chapter 15: Successful Treatment

_\- Peter Parker_

Training at the field office of SHIELD was invigorating. The Avengers, all of them, were their and I went through a training session of obstacles and engaging and destroying robots created for this purpose. It wasn't too hard but was quite a good workout. When I had finished, I turned towards the Avengers. Thor, a massive individual with long blond hair, a beard and mustache, turned to Fury and said, "I like this Spider-man. He has the strength to strike a great blow but is quick enough to avoid one. I think he will be a great warrior."

Doctor Banner seemed fascinated as well and I felt a little smug. Black Widow chuckled and strode up in her skin tight SHIELD bodysuit. "You have skills, Spider. Your technique could use some work though. Let me show you a few things."

Widow, Hawkeye and Cap gave me tips and tricks in fighting they said would help me out. I took them to heart, wanting to learn everything I could from more experience heroes so I could be a more effective. After several hours, it was getting pretty late and I had to head home. "Thanks for the moves. I'll keep them in mind."

"Practice them;" corrected Widow with a smile. I chuckled. "That too; now I gotta go. Thanks again."

As I headed towards the roof, Fury caught me. "My offer is still open, Spider-man. You'd make a hell of an asset to SHIELD."

I contemplated that. "I appreciate, Sir. Right now, I have a lot going on in my life and I want to stay in New York. Crime might have dipped but it's rising again. As soon as we're done with these tech thieves and counterfeiters, I want to start going after the Kingpin. After New York is safe, I'll consider it."

He studied me through his one good eye and gave a minuscule smile. "You do that, Spider-man. Take care and we'll be in touch."

* * *

 _\- Miles Morales_

It was all set up in Dad's bedroom. They had taken a small sample of my blood to check for impurities and, finding none, had taken two bags worth. I felt weak and sick but luckily, they had more blood to give me as soon as I was finished donating my own. They set my dad up in his bed with bags of my blood hooked up to each of his arms. They put three syringes in each bag at intervals. As soon as the last one was added, Mister Smythe turned to me. "It's done. If all of our tests are any indication, he should make a full recovery but we can't say how long it will take - between one and two weeks is my guess. It's going to be a tough fight, though. His body is going to be fighting with the cancer that's attacking it. I don't even know what his symptoms are going to be to be honest. A nurse is going to stay here to administer fluids and sustenance, mostly through an IV. You need to stay out of here as much as possible. We sterilized the environment and we need to keep it that way, understand?"

I did but it hurt to think that I had to leave my father alone in there. Mister Smythe put a hand on my shoulder. I'll be stopping by every few days to check on him - and to check on you. Will that be okay?"

I nodded, unable to speak. I was scared to death. He patted my shoulder with a reassuring smile. "Good man. Stay strong, Miles; this will all be over before you know it."

Minutes later, I was alone in my house. Suddenly, my phone buzzed. It was a text from Peter.

 _Hey, buddy. Hope everything's going alright. If you need anything, send me a text and I'll be there even if it means a bank gets robbed._

I smiled. It was heartwarming. Suddenly, my phone absolutely blew up. There were texts from Harry, Gwen, Cindy, Felecia and even Eddy Brock and Flash Thompson, all saying much the same as Peter had, promising support. The last on the list was from May Parker, Peter's aunt.

 _Hey sweetheart, I'm gonna be bringing some stuff by for you and your dad to eat tomorrow. Send me a text if you want anything in particular._

That did it. I broke down. All the tension and high stress let loose in a stream of tears and sobs. I wasn't alone. My dad was in the other room and I had the best friends in the world who would stick with me come hell or high water. I fell onto the sofa and cried myself to sleep.

* * *

The following days were hard. As he had promised, Mister Smythe came by and chucked on us and my friends kept dropping by. All I told them was that, in one final effort, an experimental treatment was being attempted but, for legal reasons, I couldn't say who was doing it or what the treatment was. May Parker dropped off food and other treats for me every few days. Peter, Cindy and Felecia would come by and we'd talk about Peter and Felecia's escapades. There were no leads on the tech thieves but crime was getting worse and they had begun loosely coordinating with other heroes in New York, cutting the city into sections. SHIELD was too busy with international problems and the Avengers were constantly going all over the planet. To my surprise, though, Captain America and the Black Widow came by one day. I was eating some of May Parker's cobbler in the kitchen when there was a knock on the door. I nearly fainted when I saw them there. "Hello, Mister Morales;" said Captain Rogers with a smile. I just stuttered, "H-Hi! Um... P-p-please come in and make yourselves comfortable. Do...uh... do you want some peach cobbler? It's the best I've ever had?"

We all sat there and ate an entire pan of cobbler and they were really nice. "So you're the guy who is always helping Peter from the shadows;" said Cap. "It's good that he has a friend to help."

I smiled and said, "It's not just me. Cindy Moon helps too. We keep our eyes and ears open for trouble. You know he can only be in one place at a time and even with Black Cat's help, sometimes finding trouble is the real problem."

"It's true. Not everyone has SHIELD's resources;" said Black Widow with a smile. I sighed and said, "Sometimes I wish I could help Peter and Cat more. This city... I don't know. It's going to hell fast and with the Kingpin, whoever the hell he or she is, in charge, it's not getting better in a hurry."

They both nodded and sighed. Cap said, "I keep telling myself that when things out in the rest of the world calm down, I'd help out around here but the problem is..."

"It's never going to happen, is it?" I finished for him. He shook his head. We were quiet then until Black Widow asked about my plans for the future, purely out of interest; or maybe just to bring up a lighter subject. They stayed for an hour or so but then, Widow's phone went off. She sighed. "Gotta go, Miles. Thanks for the cobbler. You were right when you said it was the best."

I saw them to the door and said, "Thanks for stopping by and tell Peter I said thanks for sending you."

"I don't know what you're talking about;" said Widow, a slightly injured tone in her voice, though her eyes did sparkle just a little. "This was all Cap's idea."

Captain America blushed slightly and looked away, muttering as he did, "Yeah, right."

I chuckled and they left. I texted Peter:

 _Brother, I don't know how you did it but thanks for sending Captain America and Black Widow by. You're the best friend I've ever had._

His reply was to be expected.

 _They stopped by? I had no idea. That's pretty cool._

My only reply was,

 _Liar but thanks regardless._

He sent me a little winky face emogee.

About twelve days after the treatment began, the nurse came out and said, "He wants to see you. It seems that his body is calming down and as of my last scan, there is no cancer in his body. We're gonna take the next couple days running tests and then you should take him to the hospital but it appears there is going to be a full recovery. Mister Smythe is on his way."

I felt relief flooding over me and I hurried in to see him. Dad looked thin and tired but when he saw me, he smiled and said, "Hey Miles; how have you been doing? I've been worried about you."

I couldn't help but chuckle at that. "You had the fight of your life against cancer and you're worried about me?"

"Of course;" he chucked, "you're my son."

I smiled and took his hand. Though it was cold, his grip was firmer, stronger than I expected and that's when I knew that he was really going to be okay.

* * *

 _\- Peter Parker_

We had all heard that Mister Morales was making a full recovery and, so as not to crowd the hospital room, decided to go visit in groups of four. Cindy, Felecia, Gwen and I were in one group while Harry, Eddy, Flash and Mary Jane were in another and so on. When we got there, Miles and his dad were laughing about something or another and nothing had ever so warmed my heart. Mister Morales saw us first and said, "HEY! Peter, glad you and your friends could make it. Cindy, it's always good to see you, Sweety."

She ran up and hugged him gently. "It's good to see you too, Jeff!"

Gwen and I gave him a big hug too and he smiled at Felecia. "Who's this pretty young lady?"

"Felecia," she said with a smile, extending her hand. "Felecia Hardy. I'm glad to here you're going well, Mister Morales."

"Mister Morales was my father;" he said, "call me Jefferson - or Jeff like Cindy does."

We stayed for a hour, catching up with Miles and Mister Morales but then the next group came in so we said goodbye. On the way out, Felecia and Gwen were laughing about something and then Felecia and Gwen put arms around me. "It's good to see them both doing good;" said Gwen and I agreed heartily. The weather was really warm so we went to a local ice cream stand and got huge milk shakes. I kept getting weird looks from passersby and I murmured to Gwen, "Why are they looking at me?"

"Because;" she said with a smile, "you have three very attractive women. Are you sure they were looking at you?"

I chuckled. Yes, I was sure they were looking at me. My enhanced senses told me that but I let it go. "Probably not."

We finished our shakes and headed back to Felecia's place where our cars were. Cindy and Gwen headed off and I was about to when Felecia called, "Hey, we heading out tonight?"

I grinned and said, "I was planning to. You tagging along? There's been some rough stuff going on in Queens lately."

"Hell yeah, I'll be there!"

"Felecia," we turned towards a sharply dressed woman and a pair of big men in dark suits; "where are you going tonight?"

Smoothly as silk, Felecia smiled at the woman I assumed was her mother. She had the same looks and the same platinum blond hair at any rate. "We're getting together with some friends tonight."

Mrs. Hardy nodded. "Alright but be safe, Felecia. Should I send a couple of my security staff with you? Things are getting dangerous out there."

"Oh no, there's no need for that, Mother. We'll be safe."

Mrs. Hardy seemed to notice me for the first time. "Are you going to introduce me to your friend?"

Felecia blushed adorably and said, "Right, sorry. Mother, this is Peter Parker. We went to Midtown High together. Peter, this is my mother, Lydia Hardy."

She smiled at me and walked up. "I've heard a lot about you, Mister Parker. Felecia says that you are quite brilliant and that every major company in the country looking to either purchase your silk spinner or to convince you to work for them upon your completion of your college education."

I blushed and said, "I don't know about brilliant. It's a pleasure to meet you, Mrs. Hardy."

"You're too modest, young man. There is a formal social function this weekend at the Osborn estate. I think that you and Felecia should join us. You can bring a date of course."

I blushed even more deeply and Felecia answered for me. "Of course! He can bring his girlfriend and I'll bring... somebody. Hmmm... I'll have to think about that one."

Mrs. Hardy chuckled and said, "Sounds wonderful, Felecia. I will see you then. I'm looking forward to seeing you there and learning more about your ground breaking silk spinner."

"Until Friday then, Mrs. Hardy;" I said with a smile, still blushing fiercely. Felecia was chuckling. "She likes you. My mother never invites people outside of her social circles unless she likes them."

"Eh, she probably just wants my silk spinner for Oscorp. Even so, I'll bet it's gonna be interesting."

Felecia laughed and said, "The only reason I'm interested is because I want to see how you and Gwen handle being surrounded by socialites. Hmmm... maybe I'll bring Miles with me."

I burst into laughter at that as I headed back to my Aunt's car.

* * *

 _\- Miles Morales_

My dad was doing a lot better and I began to give thought to Mister Smythe's other offer. I grabbed the file and a dictionary and looked at it. When I was finished, I was quite interested but I wanted to talk to him more about it. I was in luck because as soon as the doctor cleared my dad, Mister Smythe came by. He was excited to see us. "It was a complete success! My final test was a complete success - not that I'm surprised. Our other tests were more than 99.99% successful! How are you feeling, Jefferson?"

My dad stood and proffered his hand. "Mister Smythe, I want to thank you. I'm feeling great, even better than I did before this whole thing. You saved my life and I'm in your debt."

"Not at all, Sir. That is the real purpose of my area of study after all - to find cures for dangerous diseases and save lives. I owe you for taking the risk. I think we'll name our treatment after you, Jefferson."

My father shook his head. "No, Sir. It should be named after you or someone on your team. You developed this. I was just a test subject."

Mister Smythe smiled. "I'll share the name then. We'll call it the Morales-Smythe treatment. Now, may I speak to your son about something. It's another matter entirely."

"Of course. I'll be in the kitchen."

When I was alone with Mister Smythe, I said, "I was looking at your second offer and I'm quite interested but I could only understand so much of it. It was in a lot of science speak and I'm not very good at science speak."

Mister Smythe smiled and said, "Let's go over the file one page at a time and we'll discuss what it means."

An hour later, after Dad had made coffee for us and gone to take a nap, still drained from the operation, Mister Smythe and I straightened from the file and stretched out. "Wow!" I said, the opportunity before me huge. "So you could make me a super hero;"

Mister Smythe smiled. "We did it for Spider-man, albeit on accident. We think we can replicate and perfect that. According to Doctor Connors in our genetics department, it takes someone with a certain genetic make up and only one in a million people are likely to react the way he did. I would like to test your blood to see if it could be compatible."

I nodded and said, "Alright. Let's test it. When should I drop by?"

Mister Smythe smiled and said, "We already have a sample from when you sent it to us to test for impurities. I can get you the results by the end of the week and we can go from there. Now listen, Miles, I need you to carefully consider this decision. Once you do this, you can't go back. If you feel the need, I would even pray about it. I may be an agnostic but if it helps you make your decision, then please do so."

I nodded and said, "I will. Thank you again, Mister Smythe."

It wasn't even fifteen minutes later that Felecia called me and invited me to a thing at the Osborn's estate. It was some sort of event that she and Peter had been invited to and since Peter was most likely taking Gwen, she wanted to take me. I thought it was a fantastic idea. When I said I would go, she sounded almost gleeful with excitement. "Great! Now we all need to go shopping so that you and Peter will have nice suits and Gwen can get a nice dress. Don't worry about money. I'll take care of that. It will all be on me."

That didn't sound as exciting to me as it did to her but whatever. Not even ten minutes later, she called me again and said, "Alright, I'll be there to pick you up in a half hour. Peter and Gwen will be with me. Get ready for a day of fun!"

I chuckled and went to check on my dad. He was awake and I told him about everything. "I hope you have fun, son. Next week, we need to open the store back up and get that going. Don't spend too much."

I felt a little nervous and said, "Felecia won't let me pay for anything. She said it was all on her."

My dad laughed and said, "Son, I think she might like you."

I laughed at that. It was pretty clear that Felecia was into Peter, not me.

* * *

\- _Peter Parker_

I hated shopping. What's more, I REALLY hated shopping. However, Gwen and Felecia were having a time of their lives. It didn't take long to buy Miles and I each a really nice suit. We both got normal black suits with a white shirts, black pants, black vests and black coats. I already had a tie to go with mine but Miles needed another one. It took us about an hour. It took the ladies four times as long to find dresses but we probably enjoyed it more than finding our own suits. It was like a fashion show, complete with our own models. In the end, after dozens of dresses between them, they both found what they were looking for. Felecia, to no one's surprise, found a shimmering black dress that was a backless number with a slit in the sides. Gwen had a spaghetti strapped black dress. It was a lot more conservative but she still looked elegant and beautiful. My mouth was hanging wide open and Felecia said, "Close your mouth, Peter. It's not becoming to stare with your mouth hanging open."

I closed my mouth and Gwen blushed adorably, spinning as she asked, "Do I look okay?"

"Okay?" I said, "you look amazing, Gwen!"

She blushed and said, "Good. Alright, time to check out?"

Felecia nodded. "Absolutely! Do you have time on Friday before the event? We can get together and get our hair and make up done."

Gwen nodded vigorously, "Sure, sounds great! I'll be at your place around, what, three p.m.?"

"Wonderful!" said Felecia as we gathered our purchases and headed towards the registers. We had dinner at the food court and then Felecia dropped us each off at our homes. I was looking at the suit as it hung on the back of my door. Aunt May came up and gasped at the suit. "Peter, how did you buy that?"

"Felecia Hardy bought it for me. Her mom invited me to a social event for Oscorp and I needed a nice suit."

"Oh, can you put it on for me?" she asked excitedly. I did and she gasped again, "Oh you look so handsome, Peter! You're going to have every woman there eyeing you up!"

I blushed and murmured, "Oh I don't know about that. There are going to be a lot of important people there and I'll probably just hang around with Gwen and Miles and eat expensive food. I might dance too, I guess."

Aunt May just smiled and I noticed she was getting tears in her eyes. She burst out, "Oh you look so handsome and grown up. Your uncle would be so proud of you."

I smiled and kissed her forehead. She sighed and said, "Well I'm turning in early, Peter. Have a good night, Peter."

"Goodnight, Aunt May. Sleep tight."

I waited for her to jump in the shower before I shut my door, rigged my bed to look like I was curled up under my comforter before changing into my suit and jumping into the night to meet Black Cat at our usual meeting spot - the Daily Bugle. She was sitting on a radiator unit, her mile long legs crossed and leaning back, seemingly just enjoying the moonlight. "More pictures tonight, Spider?"

I nodded and said, "Yes, but I'm hoping to get some action shots. We'll see what we can do."

She stood with a smile and said, "What slice of the city are we taking tonight?"

"Harlem; let's go;"

She wrapped her arms and legs around me and we swung to Harlem. Almost immediately, there was gunfire. "Well that was fast;" Felecia remarked and we bolted in that direction. I saw Luke Cage walking towards a building with assault rifle and shotgun fire coming from it. Almost as if he was just going for a stroll, he walked into the building. "Should we help him?" Cat asked. I chuckled. "Nope, Luke has it. They can't touch him."

Less than fifteen minutes later, the gunfire had stopped and Luke walked out, bullet holes in his clothes but not bleedings. "Why are we here if he's got it?"

I explained, "Because even he can't be everywhere at once. Come on, let's do a sweep. If nothing seems to be going on, we'll head over to the next borough."

That was just wishful thinking, though. There was a group of thugs that were moving a shipment of drugs. We saw them just as they finished loading the drugs up and took off. From Harlem, they went to Manhattan and met with a group of what appeared to be Russian mobsters. "Well this just got interesting;" I muttered.

The Russians had a truck of their own and it looked like they were discussing something. Out of the Harlem thugs' truck came a pallet of drugs. I set up my camera, pointing at the trucks with the telescopic lends on a tripod that I set to automatically go back and forth and focus on motion detected and to shoot pictures. "Ready, Spider?" asked Cat, a feral grin on her face. I took a deep breath and said, "Follow my lead."

And in we dove and I nailed three individuals on the way down before shooting streams of web fluid across the faces of two others. Cat was doing pretty well, too, managing to stay close enough to eliminate the usefulness of their guns and her superior fighting skills, agility, speed and flexibility to overwhelm her opponents, using speed and precision since she wasn't as physically strong as the larger men and women she was fighting. The fight was still short. It had to be or else we would have been killed or they would have gotten away. As it was, they didn't. They were all webbed up and/or unconscious. "Want me to ask a couple of the conscious ones questions?"

"Yes please, just no torture please;" I said as I headed towards the drug pallet to check what it was. It looked like bundles of white powder. "Lovely;" I muttered before heading towards the Russian's truck. Inside were crates upon crates of guns - assault rifles, machine guns, even rocket propelled grenade launchers. They were all Hammer Tech and high quality too. There was ammunition there too. "Oh boy..." I said. I pulled a disposable camera from the small pack I always carried with me and snapped pictures of what I had found. Cat came up to me and whistled at the guns. "Wow... Cage owes us one. Apparently whoever this Kingpin is, he's running the city's criminal underground like a massive business. The drugs were going to be spread around Manhattan while the guns were going to be dispersed through Harlem. It was trading or dealing - it was a reallocation of resources. Apparently it's happening all over the city - prostitutes are being sent to Brooklyn from the Bronx while they allocate their heroine to Staten Island and so on. This Kingpin is effectively turning the entire city into a real live Gotham City."

"Gotham City? This isn't Batman, Cat. We're dealing with reality here - but I see your point. Well, I am going to finish up this disposable and then get my camera up there and get a few more shots and after that, we call the cops. Did they say anything else?"

"One of them mentioned something about what he wanted to do to me when he got free but other than that, nothing."

I snorted and retrieved my camera. After completely filling up the memory card, Cat called the police and we were out of their. On a rooftop, we looked through my photos. Most of them were garbage but there were a dozen really good shots of one of us or both of us. "Oops!" said Felecia at one where her costume had slipped, showing more than she would have preferred. I blushed fiercely and said, "I'll be deleting that one;" which I did and we continued on. The rest were pretty good and I scratched my chin. "So between what your thug said and the pictures, it all looks pretty serious."

Cat nodded, chewing a plump lower lip. After a moment, she said, "Peter, I know that SHIELD has you working this tech thief thing but this is getting serious. I think it's time we threw a group together and started going after the Kingpin hardcore. He's an immediate danger."

"I agree, Cat. I'm gonna talk to SHIELD about this. Maybe I can convince them to help us out."

Felecia snorted and muttered, "I doubt it. They're all too busy with international stuff - like tracking down the Hand or terrorists groups like that. The only way they'd get involved is if we can prove there's a group of super villains or at least one very powerful one. One little city is too small for a 'Mighty Avengers'."

She was using air quotes and I wanted to say something about it but she wasn't completely wrong unfortunately. Sighing, I said, "Well it won't hurt to ask, Cat. I'm going to head to SHIELD field office tomorrow to use their photo labs and I'll bring all of this to Fury and Cap."

"I'll be there too."


	17. Chapter 16: Spider-Slayer

_\- Peter Parker_

So I was out place. Even with my new suit and the watch from Tony Stark, I was obviously not a socialite. Miles was in the same boat. At least Gwen had practice going to Police functions with her dad. Even so, people seemed very interested in us, asking who we were and what were planning to do in the future. They talked to Miles and were very polite and at least convincingly feigned interest but unfortunately, they flocked around me, slipping in less than subtle hints that I should work for Oscorp when I graduate. The hints became less and less subtle as they consumed more and more alcohol. Mrs. Hardy was kind enough not to participate, instead being polite, welcoming and even flirtatious. Well, towards Miles anyway. When she had moved on, Miles chuckled and said, "Now we see where Felicia gets it."

"I heard that;" came a dry voice from behind us. There stood Felicia, a glass of champagne in her hand. Suddenly, someone I didn't know came up to Miles with a friendly smile and said, "Miles, how are you? I wasn't expecting to see you here. Is your father doing well?"

Miles looked a little nervous and stole a quick glance at me before answering, "We're both doing great, thank you, sir."

"Good; that's really good. I'm glad to hear it. How are you, Miss Hardy?"

Felicia smiled sweetly and replied, "I doing well, Mister Smythe. Thank you."

 _Smythe!_ Miles gave me a nervous look as the man said, "Please call me Alistaire, Miss Hardy. All of my friends and associates do. Ah! Mister Parker! I hope that you're enjoying yourself this evening. I hear that Lydia invited you and your friends personally."

I smiled and shook his hand. "Yes, she was kind enough to do so. It really is quite the party. I knew the Osborns through elaborate parties but this is really something."

"It is, isn't it?" said Smythe with a friendly smiled before turning to Felicia and saying, "You look angelic this evening, Miss Hardy. Will you accompany me to the dance floor?"

She didn't look happy about it but Felicia complied with a polite smile, setting her glass of champagne to the side. As soon as they were gone, Miles and I looked at each other and Miles lifted a finger, cutting off anything I would have said with, "Please don't, Peter. Alistaire isn't anything like his father, Spencer. I promise; he saved my dad and I didn't want to tell you because I was afraid you would try to convince me not to or try to stop me."

I was a little taken aback. "Miles, just because I'm a little different doesn't mean I'm going to enforce my will on you! I don't have that right and I know it. All the same, I really don't like it."

Miles frowned and said, "Peter, I looked him up before agreeing to anything with him. He and his father have been estranged for years - ever since his father was caught embezzling funds and trying to steal research from Oscorp and sell it. Alistaire wants to save and better people's lives and he saved my dad."

I was finding it hard not to smile. I didn't like it but that dislike was illogical and I knew it. Even so, he seemed so desperate to convince me. "Miles, I'm not arguing with you. It turned out well for your dad and that convinces me, alright?"

Miles seemed pleasantly surprised and a little embarrassed. "Sorry;" he murmured and I just chuckled. Gwen was coming my way and I decided to ask her dance. Why not? It was a party and she looked gorgeous. I would love to be as close to her as possible.

* * *

 _\- Miles Morales_

Well I was happy that Peter wasn't making a huge deal about Alistaire. I didn't tell Peter about the offer Smythe had made me for a couple reasons. One, because of legal reasons; two, and mostly, because I knew for sure he wouldn't be on board with that. Peter would try to convince me not to and I really didn't want to put up with that so I just didn't tell him. He could find out if everything was okay and after the process. Who knows, maybe Peter, Felicia and I could be a super hero team! It would be pretty sweet and everyone knew that crime in Chicago was as bad as, if not worse than, it was in New York. Felicia came back and took another glass of champagne. I was getting a little worried because I was pretty sure it was at least her third glass and she wasn't twenty-one. "Hey Felicia, would you like to dance?"

She smiled brightly and put the glass down after just a sip. "Sure! That would be great!"

The music was slow so we just sort of swayed together. To my surprise, she pulled me nice and close and chuckled. "No need to be shy, Miles. We're friends after all and we're adults. No need to leave room for another person."

I chuckled nervously. I could smell her perfume and the champagne on her breath. As the number ended, I could tell that she was slightly tipsy, making it abundantly clear that she had consumed more than two or even three glasses of alcohol. Felicia was giggly and flirty and I could easily see the similarity between her and her mother, who had also seemed to have consumed more than her limit. When it came time for people to start leaving, Mrs. Hardy had her driver bring their car around and both of the Hardy women were giggling and leaning on each other. Peter, Gwen and I were slightly concerned as we climbed in after them since they were our rides. During the drive back, Lydia, which Mrs. Hardy insisted we call her, said, "Would you three like to stay for a bit? It's not often we have Felicia's friends over and I'd like to get to know a few of them - especially you two since you'll all be going to college together."

She pointed at Peter and Gwen. It was getting pretty late but it was the weekend and neither of us really had anywhere to be so we said yes. Their home was richly furnished and Peter and I were wide eyed as we looked around the sitting room. One of their house workers brought in coffee and tea, which relieved Peter and I who were afraid that they would want more spirits. Lydia smiled sweetly at me and said, "So, Miles, where will you be going to college? Felecia said you decided not to go to Empire State University."

I swallowed a sip of hot coffee and replied, "I decided to go to the University of Chicago instead. They have a good ROTC program there and I'm planning on joining after that."

"Oh, how wonderful; that's very noble of you;" said Lydia with a sweet smile. "Thank you for making that sacrifice and we'll keep you in our thoughts and prayers. Now, Gwen and Peter, what are you both going to school for?"

Gwen smiled and said, "I'm planning on going into bio-chemistry. In truth, I hope to someday work for Osrcorp. It's been my dream and goal for a long time."

"That's wonderful! We can always use fresh talent in our science departments and Felecia tells me that you are a very gifted scientist who learns quickly."

Peter chuckled as Gwen blushed and said, "She's also brilliant when it comes to math."

Lydia chuckled and said, "I'm sure; now what about you, Peter? Felecia already told me quite a bit about you and we all know about your brilliant silk spinning machine. What are your plans for the future?"

Peter cleared his throat, suddenly uncomfortable. "Well, I was thinking of double majoring bio-genetics and chemical engineering. But the thing is, I'm also quite fascinated by other sciences like computer engineering, mechanical engineering and physics but those are more hobbies so I'm not really sure where they'll come in."

We were all staring open mouthed at him and he fidgeted uncomfortably and finally, Lydia asked as she ran a finger along the rim of her mug, "And what are you planning on doing after college?"

Peter frowned and shrugged, "Truthfully, I'm not sure. At the Stark Exposition, I had a lot of people making a lot of offers. I might take someone up on one or I might try to do my own thing. I'm not sure yet."

"Well whatever you do, I'm sure you will excel at it."

Gwen looked at Felicia and said, "What are you going to college for, Felicia?"

Felicia smiled a little shyly and said, "Nothing so grand and glorious; I'm going for business - anything that has to do with business, I want to study."

"But that's excellent, my Dear;" said Lydia animatedly. "You see, scientists and engineers and all of them work for companies ran, owned and operated by business men and women. You see, board members of companies may sometimes be scientists but they all usually have a canny head for business. Therefore, a business degree would be highly advantageous for you."

We all nodded and Felicia, though she tried to hide it, had an air of pleasure at her mother's words. Lydia stood and stretched herself with a muffled yawn. "You must forgive me but I am exhausted. I think I'll retire for the evening. You are welcome to stay as long as you wish though. Thank you for accepting my invitation to attend the party tonight."

She kissed Felicia on her check and then left the room. Felicia immediately said, "I am so sorry if she embarrassed you with her ridiculous attitude tonight. Ever sense my father died, Mother has become a shameless flirt with young men whenever she drinks."

Peter stifled a snicker and Gwen and I hid smiles as she continued. "It can be so embarrassing. She was hitting on one of the young lab techs from Oscorp last time we went to one of these things and nearly convinced him to come home with her. I could have died."

Then we did burst into laughter. It wasn't that Lydia Hardy was unattractive. On the contrary, she was quite beautiful. But she was in her forties and was usually seen as a completely stern, professional, business-like woman. It was ridiculous to think that she would be an almost girlish flirt. Felicia was blushing madly and holding her head in one hand and Peter said, "It's okay, Felicia. It's just hard to imagine your mom, one of the most forceful and assertive board members of Oscorp that way. Whenever she's on television, she's usually seems stern and almost cold."

"It's a mask she wears in her professional career. She's actually quite a warm person - well at least to me. She still doesn't care one whit about the suffering that's going on in this city. I asked her the other day what she thought about the rising crime and she shrugged and said 'I'm just happy it's not something we really have to worry about where we are' and that was it. It made me so mad."

Felicia was getting a little worked up and Gwen said, "It's okay, Felicia. She just has her priorities even if you don't agree with them. Besides what can your mom do about crime in this city - or poverty or corruption even? What can any of us do about it?"

Gwen looked around and Peter, Felicia and I nodded sagely while sharing secretive glances. The three of us, Peter, Felicia and I, we knew what they could do but only I knew what I was going to do so that I could effect crime in this city.

* * *

 _\- Peter Parker_

The next day, I went to SHIELD, again, to try and get Fury to help with the crime situation, again. "Spider-man, the crime in New York city is something that has to be handled by law enforcement. According to the regulations that were set up when SHIELD was founded, we can't simply deploy forces into a country without being invited or without proof that it is an international incident. Since this is just local mob stuff, we have to leave it to the police and any local super heroes like you. I'm sorry but I can't have a SHIELD strike force just barging into business."

I tried not to grind my teeth in frustration. Black Cat just rolled her eyes and said, "Come on, Spider; we have work to do. Let's see if we can get some of the other locals to lend a hand."

Out on the streets, we stopped different petty crimes and ran into trouble with some Triad members who were meeting with the Irish in Central Park. It was a trade of laundered cash for guns this time and the groups were even larger than before. The good news is that Danny Rand showed up around the same time we did. The three of us subdued the thugs and I went about taking pictures and such while Felicia and Danny questioned the few conscious thugs. I reminded myself that on Monday, I needed to bring my new stock of pictures to the Bugle. As I finished up, I called to Felicia, "Hey Cat, I think you might need to do something about your suit. I had three really good pictures that were ruined by the fact that you seemed to have a lot of wardrobe malfunctions."

Cat just smiled and said, "You should keep them for your own personal collection, Spider."

Danny blushed and looked away while I reapplied some of the webbing to the crooks, not knowing when the police would arrive. He turned to us and said, "Thank you for the help. We didn't get much information out of them but every little helps."

Felicia checked her outfit before crossing her arms over her chest and saying, "Look, we know where every single mob boss, with the exception of the Kingpin himself, is headquartered at. Why don't we just go get them?"

Danny shook his head. "If the others' bases are anything like the Koreans, Yakusa or Triad HQ's, we'd need an army or at least a few more of us with abilities. They're all fortresses - either custom built places of business or totally renovated pre-existing structures. We're talking steel and concrete walls with top notch security systems. No, if we're going to do this ever, we need the two of you, me, Daredevil, Luke and Jessica if we can get her. There are also a couple others I was thinking about too but don't hold your breath just in case."

We shook his hand and he jogged off. "All done here?" asked Cat and I nodded. We continued our patrol for the rest of the day until around five p.m. We had agreed to meet a bunch of people for a bonfire outside the city and had to go home to shower and change.

The bonfire was fun. A ton of our old classmates were there and we roasted hotdogs and marshmallows, not together obviously, and a few people even brought instruments to play. Gwen took me home when it was over and we spent an hour making out in her car before the front door opened and Aunt May stood on the porch, her arms crossed with a smirk on her face. "Well this just got awkward." said Gwen dryly. I chuckled and said, "Let's just ignore her and see what happens."

She was about to protest when I kissed her again. Finally, she pulled away and said, "Peter, it _is_ pretty late and I have church tomorrow."

I sighed. "Yeah, me too; I'll see you later."

"Bye, Peter. Sleep tight;" she replied before pulling away. Aunt May was still smirking when I went into the house. "You too are so adorable together."

I chuckled and headed straight upstairs after kissing her goodnight. For just a moment, I was tempted to head back out on a patrol but I hadn't gotten a lot of sleep and it was beginning to wear down on me so I decided that a full night's sleep would be a better idea.

* * *

 _\- Miles Morales_

On Tuesday, I showed up at one of the Oscorp facilities on Staten Island where Alistaire Smythe was waiting for me. He gave me an anxious look and asked, "Are you sure you want to commit to this, Miles?"

I nodded and we headed inside. In the facility was a fully equipped and stocked medical lab. Alistaire began to animatedly explain, "Spider-man was created when he was bitten by a spider that was irradiated by low levels of gamma radiation. Therefore, the venom was able to alter his DNA and turn him into the super being he is now. Now, we ran tests on your DNA and discovered that it should be compatible. It's a rare thing, too. We tested the DNA of dozens and dozens of other people and you and Spider-man were the only compatible people."

I suddenly felt nervous. "Do you know who Spider-man is?"

He hesitated and said, "Yes, we do - or at least I and Doctor Connors do. Don't worry though; your friend's identity is safe with us."

Alistaire gave me a generic hospital gown and said, "Over there is a changing room. Please get changed and come out when you're ready to begin."

I complied, changing into the gown and folding my clothes up neatly, I took a deep breath and asked myself for the last time if I wanted to do this. The more irrational, childish part of me says 'of course! It would be awesome to be a super hero!' but another part of me wondered if I wanted or could handle the responsibility or if I even wanted to handle it. I considered everything that Peter told me and the more I thought about it, the worse it sounded. Suddenly, in a moment of stark clarity, I realized that this is a terrible idea. I was going to make myself a target and to place a burden on my shoulders that I didn't want or need. I changed back into my clothes and went back out. "I'm sorry, Alistaire but I don't want to do this. I realize that I would be willing putting a huge responsibility on my shoulders - one that I don't want and don't think that I can handle."

Alistaire Smythe looked shocked and said, "I see. Well I can see you really considered this and I must say that I am a little disappointed. I was eager to see how this would turn out and it appeared that your DNA was perfectly compatible as well."

Suddenly, I felt a prick in my arm. Hissing, I looked down and saw one of the staff members holding a syringe stuck in my bicep. He had a bland if slightly annoyed looked on his face. "What the-" and the world around me began to spin. The ground suddenly rose up to meet me and the only things that stopped me were two pairs of strong arms. Before everything went black, I heard Alistaire say, "Get him on the table and get him hooked up and ready. We'll get started as soon as the subject wakes up."

* * *

I woke slowly and groaned, feeling slightly sick and sluggish. When my vision cleared, there was Alistaire and three assistants. "What the hell?" I groaned. Alistaire looked over at me and gave a tight smile. "Ah, Miles; I'm glad to see that you are awake. We can begin now. Everything is prepared. I must warn you that the process will be painful and you will feel sick. Now, let me explain the process to you, that thing on your head is a Neural Scanner, courtesy of Advance Idea Mechanics. However, one of my technical specialists was able to reverse its effect. Instead of receiving signals from the brain as it was intended, it sends a signal to it. In fact, it is powerful enough to override the signals sent to the brain by the body and allows whoever controls the AIM scanner to take control."

I felt cold fear going down my spine. They were going to turn me into a weapon. Alistaire continued, growing more animated and excited as he did. "Now, your friend was bitten by spider number three. We have harvested venom from that spider and are also going to see what happens when we mix it with irradiated venom from spider number one. I am honestly expecting a few different results but I'm not sure. Now how are you feeling?"

"Go screw yourself;" I tried to snap but it sounded like a groan. I felt like shit. Alistaire chuckled and said, "Well, we're getting closer. Alright, bring in everything else."

A cart of equipment were brought in containing an armored jumpsuit. It didn't look like a tech suit like Iron Mans but it still looked intimidating. "On that neural scanner is also a receiver and transmitter connected to this control device here which also has a transmitter and receiver. Through this, we will be able to control your actions when this is all over. That armored suit is the best that the Yashida Corporation has to offer. They make fantastic armored components - nothing compared to Stark's Iron Man design but still pretty damned good."

My head was beginning to clear and the clearer it became, the more nervous I got. "I think we are ready, ladies and gentlemen. Bring the serum in and give the subject a mouth guard. I don't want him to damage his teeth."

An assistant hurried out of the room. They wore lab coats and put on latex gloves. Alistaire rubbed the side of my neck with alcohol and then, once his assistance had shoved a mouth guard into my mouth, stuck me with the needle. It stung a little but nothing too terrible. "We diluted the venom from spider number one because it was quite lethal. Granted, we diluted it with venom from spider number three and a cocktail of different drugs that would keep it from killing you. However, as I said before, it's going to be a rough transition. I apologize in advance."

"Why are you doing this to me? Why do you need your own personal spider-powered soldier?" I demanded. Alistaire's animated expression turned cold and angry. "Because, after you help me and my... allies... gain what we need, you are going to kill your friend. That's right, Miles; I want you to end Spider-man."

That confused me. "But why?"

"Isn't it obvious? He killed my father!" snapped Alistaire. That confused me. He suddenly laughed harshly. "Right about now, you're wondering why I'm so upset, knowing about his criminal activities. It's simple - my father and I had this plan all along. He would get himself kicked out of Oscorp and become a criminal while I pretended to disavow him and continue my work at Oscorp. We would work together and I would be his mole inside the organization and he would be my mole in the local criminal organizations. Between the two of us, we would become wealthy and powerful men. That ended when Spider-man killed him. Now, you will be my tool of vengeance. It's a little poetic, I think, having Spider-man's best friend end him. It should be hitting you right now."

It did. My body began to revolt and ache. My muscles clenched and my stomach began to twist. My head pounded and my heart went a million miles an hour. The pain was terrible and I screamed. "We need to keep him conscious;" said Alistaire. They injected something or another into me just as I thought that the merciful darkness would close over me.

I don't know how long I writhed and screamed but it felt like an eternity in hell before my body finally began to relax. Alistaire, who had left the room at some point, came back in and said, "How are you feeling, Miles?"

I didn't answer, gasping for air and just relieved that the pain was gone. "I am now activating AIM's neural device as well as the remote transmitter and receiver. In a moment, I will run a series of tests. Alright, assuming control in three, two, one..."

Suddenly, I felt very strange. I still blinked normally and I still breathed automatically but I couldn't turn my head or move. "Turn your head to the left please;" he said but I couldn't. "Excellent. Now..." and he lifted what I assume was the control device. Talking into it, he said, "Turn your head to the left please."

To my horror, I did just that. Alistaire was becoming animated again. "Excellent! You know, we tested all of this on an advanced automaton from Trask Industries that we constructed. That's how we perfected this control things, hence the fact that your subconscious body is still working - i.e. your lungs and eye lids. The rest of it can now be given commands."

He came up and unstrapped me from the table before talking into the device. "Stand up, Miles."

I stood again and wanted desperately to lunge at him but my body refused to obey. Speaking into the control device, Alistaire said, "Follow me, Miles. We have a few tests to run. I want to be sure that my Spider-slayer is ready to fulfill his mission."


	18. Chapter 17: Hey Spider-men!

_\- Peter Parker_

Within two weeks, life had gone from being great to being terrible. Mile's father was doing great. I was spending more time with Gwen and my friends. Work was going well, including selling quite a few photos several times a week to the Bugle. At one point, when Felecia went with me and Mister Jameson cocked an eyebrow. "I don't think I can use this one, Parker. As good as it is, a wardrobe malfunction isn't appropriate material for a newspaper."

I took the photo and looked at it, blushing. "Sorry. I could have sworn I deleted that picture."

Felicia just giggled behind me and took the picture from me. But then, about the middle of the first week, things began to go badly. Miles was missing and Mister Morales had filed a missing person's report. Crime had hit an all time high and my own neighborhood had been hit my an epidemic of heroine and Cat and I had worked hard, shutting it down but not before three people, one of which was just a kid, had been shot do to the violence that came with the drug trade. At the end of the second week, I was called to the SHIELD helocarrier where I was briefed on another rash of stealing from everything from banks to National Guard armories. Five banks across the city had been emptied and three armories were emptied of weapons, gear and equipment. "We got together all the security footage and evidence that we could and we've found several very disturbing things, Spider-man;" said director Fury. Cat and I watched the footage and a lump of dread settled in my stomach. It was a man dressed in a tight combat uniform and wearing a strange piece of hardware on his head. Fury explained it, "That's AIM's neural scanner. We think they reversed it so that they can control the person under the mask."

I felt my heart sink even more. "So you think they're using a puppet. Do we know who it is?"

"We do; during one of the bank heists, a bullet grazed him and left some blood on the ground. It matches your friend, Miles Morales."

My mouth fell open and Felecia gasped, "Oh no!"

I couldn't believe it. "No;" I said. "It can't be Miles."

Director Fury looked truly apologetic. "Aside from what appears to be modification caused by irradiated spider venom, the DNA matched perfectly, Peter. I'm sorry. The only good news I have is that the average police station wouldn't be able to match it do to the contamination of the irradiated venom."

I looked down at my hands. Suddenly, a strong hand landed on my shoulder. "I want you to take care of this, Spider-man. You can have all the back up and help that you want but Miles is your friend and you'll probably get through to him a lot better than anyone else can. It's either you or a team of Avengers."

I stood and nodded. I couldn't even think about it very clearly. "Do you have any idea where they're based out of?"

Fury shook his head. "We just know the prospective targets - banks, armories and I wouldn't be surprised if they started hitting centers where technology is being developed. Are you going to be in on this too, Miss Hardy?"

"Of course;" she said firmly and that snapped me out of it. "No. Felicia, you could really get hurt or killed and I wouldn't forgive myself if that happened."

"Peter;" she said patiently, "Miles is my friend too and besides, you're going to need help with others if Miles isn't working alone."

"This isn't Miles;" I snapped, "Someone's controlling him."

I turned to Fury. "If I were to take that Nueral scanner off his head, would it break their control?"

"Yes but it could cause some damage to his brain. How much damage, we aren't sure. AIM has been less than cooperative and we can't do anything since this is happening on U.S. soil and the local authorities only allowed us copies of the evidence records. They made it clear that they don't want us involved. Apparently NYPD was sore enough about that fact that we were taking on the tech thieves earlier."

I sighed and sat down in frustration. "So I'm on my own;" I said. Nick looked over at Felicia, who threw her arms up in frustration. "Of course not. You know that Cap and Widow would help you and quite probably Hawkeye, Falcon and Ant Man too. But the more people you involve, the less control you'll have over the entire situation."

I nodded. "I need a way to safetly break the connection between Miles and the people controlling him. Does SHIELD have some kind of signal jammer that I can use?"

Fury smiled and walked over to a table where several black boxes were. "Yes. I was waiting for you to ask that question. If you find a way to lead Miles somewhere, you can lead him into a place where they can't contact him. How you do that is on you, Spider-man and we can't help anymore than that. I'm sorry."

I nodded as I hefted one of the boxes and growled, "Oh I have a couple ideas about that. Thanks for the tech, Director."

Felicia was right behind me. "I'm coming with you."

"I already told you-" she grabbed my shoulder and stared me dead in the eyes. "I said: I'm. Coming. With. You. Does that sound like I'm leaving room for argument? You need help and Miles is my friend too."

"Felicia, if you show up, I will web you to a wall."

That just made her smile. "Kinky, Spider but is this really the time to try new fetishes?"

I just glared at her and she sobered and became serious again. "Spider, we're a team and I'm not going to lose either of my friends if I have anything to say about it and I have something to say about it."

I just glared a moment longer before feeling myself deflate. "Fine;" I muttered. She smiled and hugged me before we headed to the top of the carrier. "Oh and Spider;" I looked at her. Felicia was standing in her regular, seductive pose and she was smirking. "If you ever web me up without giving me any sort of _action_ , you'll wake up one night to find yourself tied to a bed. Got it?"

I wondered if she was serious before chuckling and saying, "Jump on. We're pretty high and I need to get a hold of someone who will help me out to play."

Felicia wrapped her arms around my neck and shoulders and I dove off the carrier. When I was close enough to the ground, shot off a line of webbing and swung safely onto a building. "I'll catch you later, Cat. Be careful."

"You too, Spider;" she said, her voice completely serious and her face anxious. In truth, I was glad that I knew she had my back. This was going to be hard whether I was successful or not.

* * *

\- _Miles Morales_

I didn't know how to describe it. I was completely out of control of my own faculties. This damned neural scanner made me feel almost like I was the one make the decisions but I knew that wasn't the case. I would never choose to rob anyone, much less a bank or an armory. I would smash into the doors and rip open the vaults and Smythe's mercs would take the money or equipment. I tried to fight it. I tried really, REALLY hard but it never got anywhere. Whenever I was on mission, I was under orders and that meant that I had no say whatsoever. It was the same when I wasn't. They ordered me to eat, drink, sleep and everything else. When I woke up, I had less than a minute before the neural scanner took control again. That was something but it was never enough to do anything and believe me, I tried. I tried taking the thing off but it would shut me down and I'd wake up with the thing back on again. Mister Smythe told me, "We thought you might try that, Miles, so we decided to put in several safe guards. For one thing, your mind won't be damaged if you take that off, it will simply shut down, effectively making you pass out for a few minutes - long enough for us to put it back on, wake you up and reassert control."

It felt hopeless but the worst is when Smythe came in looking very chipper. "Tonight, Miles, you're going Spider-man hunting. Now you know where he lives and you know where he patrols. So get ready. Come on, let's get you all prepped."

He took me to an armory and showed me an array of tech. "No matter what we try, my best techs can't seem to make a set of Spider-man's web shooters. So instead, we have some technology that isn't spider themed. You're going loaded for bear tonight."

I was given an assault rifle, a pistol and a pair of long knives. One of the mercs showed me how to use them and I was sent on a mission. Even as I ran out into the night, I felt my eyes fill with tears. I was being sent to kill my best friend and there was nothing I could do about it.

* * *

 _\- Peter Parker_

I was swinging all over the city, just praying that I would happen on Miles. Felicia and I had set up an area in the old junk yark where I had first tested out my spider powers and she was waiting there with the control device. We had no idea what frequency or wave length the neural scanner was working on but we had narrowed it down to a few and I would hold Miles off until she found the correct one. It sounded simple and yet I knew that it was going to be much more difficult than any plan we had made. I was going on a path from one back in the city to another and stopping by the nearer armories that I could reach but thus far, I had no luck. Suddenly, my spider-sense tingled and I looked down to see a shadowy figure aiming a gun at me. Spinning around, I managed to avoid a series of shots and dove towards whoever it was. to my surprise, I saw that it was Miles. He was shooting at me with an assault rifle of some kind. I had to dodge and stay out of line as I got closer to him. He was wearing a black and red combat suit of some kind with goggles and silvery pieces of armor plating. If it wasn't such a terrible situation, I would have thought he looked pretty kick ass.

Using my webbing, I yanked the gun from his hands, only able to do so because it surprised him. When I tried to do the same with a pistol he produced, he yanked me towards him and I saw a knife flash. For some reason, my spider sense didn't tingle and I only barely avoided it with my reflexes. "Miles, this isn't you. I know their controlling you but you can't let them. You have to fight it."

It was a long moment before he replied and when he did, his voice was totally emotionless. "I hate you, Spider-man. You always made me feel like wasn't worth anything."

I jumped back a looked at him in surprise. "Miles, no! I wasn't trying to-" but he interrupted me. "Just kidding Spider-man. Actually, Miles can't really talk right now. You see, he's not exactly in control at the moment. I ordered him to kill you and until he does that, he isn't allowed to do anything except do as I say and say what I say."

"Who are you then?" I demanded and Miles, or who ever was yanking his strings, replied, "It's me, Spider-man. Alistaire Smythe. I bet you warned Miles about me and everything but you couldn't convince him since I saved his poor, sick daddy. That must have been so hard to swallow."

He tried to shoot me again but I shot another stream of webbing at him and, when he yanked me towards him, I launched myself, knocking his gun to the side and it sailed over the edge of the building before I gave Miles a solid kick before yelling, "I'm not going to hurt my friend and I'm not going to let you use him as a murder weapon."

He was after me fast. I didn't web swing since I wanted him to follow me, opting instead to just jump from one roof top to another. He was never far behind me and I almost didn't make it to the junk yard before he had me. I felt him grab me a literally throw me into the center of the yard. Suddenly, Miles spoke again. "Hmm... there must be some pretty important memories here for you two. You see, somehow, and I can't figure out how, but memories, especially powerful ones, mess with the signal on this thing. No where left to go, Spider-man and now my Spider-slayer is going to kill you for killing my father."

"So that's what this is about." I said. It made sense and it didn't surprise me at all. I could have said a dozen things to try and convince him that it was an accident or wasn't my fault but clearly Alistaire Smythe was as unhinged as his father had been. Miles came at me and swung. The fact that, as regular humans, Miles had been a whole lot better at fighting than I had been was coming into play. He hit me several times and it hurt. I managed to take several hits and kicks and land a few of my own but he had the upper hand. _Come on, Felicia! Figure out that stupid gizmo and help me here._

Suddenly, I saw a black and white blur streak out from the shadows and hit Miles. He staggered the there was Cat, metal claws bared and a feral snarl on her face. "What are you doing?" I demanded as I fired several long streams of web fluid at Miles, pinning his fit and one of his hands to the ground. "I found the signal but he didn't stop. What do we do now?"

I felt my heart sink. " _You_ get out of here. I need to finish this."

Cat just ignored me and we circled Miles. He wasn't saying anything at least which was a good sign but something in that gizmo on his head was keeping him on track. Suddenly, Cat rushed forward, trying to grab the device but Miles ripped his hand free and grabbed her by the throat. I was in then, breaking his grip on Cat and kicking him so hard that the webbing holding him down ripped and he slammed into a pile of cars. "Cat, you're going to get killed;" I pleaded. She stood shakily to her feet and croaked, "I'm not leaving you alone to fight him. I can tell he's stronger and better at fighting than you are. You need help."

Miles was up again and coming at me again. I threw myself between him and Cat and went toe to toe with him, trading blows and trying to knock that damned neural scanner from his head but he was defending it as if he knew that it was important. Cat was circling, waiting for an opening. "Cat, he has a spider-sense just like mine. You won't be able to sneak up on him."

She refused to listen and leaped at Miles again. Again, Miles caught her by the neck and when I rushed in to help her, he got me in a steel grip too. We were both caught and choking to death. In a moment of desperation, I shot a load of web fluid into his face before firing another stream at the device on his head. Immediately, he let us go and tried to clear the device of the webbing. I gave a powerful yank, hoping to pull the device off but I only succeeded in pulling him to the ground. Immediately, Cat leaped and gripped the device, yanking hard. She screamed as Miles connected solidly with her leg. I heard a crack and winced. That galvanized me into action and I jumped on him, hammering at the device and at Miles's face. It worked - or at least I thought it did. The device shattered into pieces and fell off his head. That didn't stop him from throwing me off of him and coming right back after me.

"Oh come on, Miles!" I said, almost whined. "Show some kind of mental fortitude here!"

To my surprise, Miles strained, "I'm trying. That device had a set of preset orders so that, if we lost connection, they would remain in place."

I was so glad to hear him fighting, using his voice as himself and not being controlled like a marionette. "I can't fight it, Pete;" he said on the border of panic as he lunged at me again. "Somehow, they're still overriding my own command of my own body. Peter you have to kill me."

"Screw that;" I growled and I launched myself right back at him. Toe to toe and blow for blow, we danced and even though I was taking far more than my fair share of the hits, I was giving my own share of the pain, hoping that it would overwhelm whatever lingering effect the device had on his mind. It didn't and I was sent flying into a huge tower of trash with enough force to knock it over. Suddenly, I remembered what Smythe had said about memories. "Miles, listen to me. Remember when we were here last time. You were helping me figure out what I could do. Do you remember that, Miles?"

"Yes;" he gasped but he kept coming. I waited and when he lunged, I slipped in behind and locked his arms up. My mind raced for memories. "Do you remember the Oscorp field trip where this all started. You kept making fun of me because of Gwen and because I was blushing so much."

"I remember;" he said but was still fighting me. With a neat move, he broke my lock, spun around and got both of his hands around my neck. I wheezed, "Remember when you and me and Cindy got together and started this whole thing as a team - when you both dropped me off that first time and we met later at the Bugle. Remember when I got back and you two had been so worried."

He was frozen stock still. "Peter, knock me out! Every time I went to sleep and woke back up, I had a few seconds of control - like my brain had restarted. Knock me out and maybe that will work."

I didn't hesitate, not know how long it would be that he could keep himself deadlocked. With one single, powerful punch, I hit him right on the button and he collapsed. I felt bad and pulled off his goggles and black mask, feeling for a pulse. It was there, he was just unconscious. "Peter;" I heard nearby. It was cat, lying on her back. Her leg was swollen and the skin tight, bottom part of her leather jumpsuit must have really hurt. I gripped her outfit and pulled apart as hard as I could, ripping the leather. Immediately, she gasped with relief but I was nearly sick at the sight of her leg. It was black and purple and blue where the break was but luckily it wasn't a compound fracture. Using my cell, I tried to call Cap but my phone wasn't getting any signal. "The jammer, you idiot;" gritted Felicia. I pulled the device from her belt and turned off the jammers before trying my cell again. "Spider, what's going on?"

"I need a med evac and I need it now, Cap. Felicia's leg is broken and Miles in unconscious but I think he's clear now. We got the device off and I knocked him out cold."

"Widow and I will be there with a quinjet in minutes. Hang tight, Peter."

I hung up and looked down at Felicia. "I'm so sorry I couldn't protect you, Cat."

She glared at me and said, "Damn straight you can't, Spider. Only I can protect myself from my own stupidity and it isn't your job to do so. I wanted to help you. That was my choice and I accepted the consequences no matter what they were. I still do. So you got Miles?"

I nodded, cradling her head slightly. "I got him. He's out over there."

"I'm not anymore;" came a tired sigh. I looked over at him. Miles was standing and rubbing his head. I carefully and slowly lowered Felicia's head back tot he ground and stood. He gave a tired laugh and said, "I'm in complete control now, Peter. You don't have to worry I promise."

He came over to us and knelt down. Miles's face was tortured as he looked at Felicia. "I'm so sorry, Felicia. I'm so, so sorry."

Felicia favored him with a pained smile. "It's okay, Miles. I'll be alright. It's just a fracture and the Avengers are on the way."

We were all silent until we could hear the quinjet in the distance. "They're going to arrest me and put me in their supervillain prison aren't they?" said Miles in a quiet voice. "No;" I said firmly. "They know you were being controlled. Hey, that reminds me. I have something for you. Be back in a second."

I hustled to a broken down car and pulled a backpack from it. From it, I pulled a pair of web shooters and handed them to him. "We Spider-men need our web shooters, Miles. Here you go. They're all yours."

Miles's eyes shined as he took them almost reverently. Quickly, he put them on and shot a stream of webbing. When he was done, he turned and hugged me. "Thanks, Pete. This means a lot."

Moments later, the quinjet landed and two medics careful put Cat on a litter. Cap and Widow came down the ramp. "You did good, Peter. Miles, are you okay?"

Miles sighed and said, "Yes but I can't go with you yet. I have some unfinished business with Smyth."

I looked at him and said, "Miles, I'm going with you. We need to finish this."

Captain America nodded. "Alright but you need to report to the field office when you're done. We still need to debrief you both."

"Will do, Captain;" said Miles with a picture perfect salute. With that, we both leaped off into the night. I followed Miles closely as he whooped, swinging from building to building. I laughed, "Web swinging is awesome, isn't it?'

"Hell yeah it is!" he said and I could practically hear the smile behind his mask.

* * *

 _\- Miles Morales_

I felt great swinging from one line of webbing to another. Peter, my best friend and the man who saved me from slavery, was right behind me as we headed back to get Smythe and his mercenaries. It wasn't long before we got to his lab and busted through two windows. The building was completely empty. All that was left was a massive pile of burning tech and several dead bodies, the lab assistance who had helped in my creation. The spiders were all there too, just sitting in their glass cages. Peter sighed and said, "I'm guessing they had plenty of harvested venom and the like from the spiders then. No reason to take them. It surprises me that they didn't kill them."

We gathered the cages and lowered them, one at a time, out the windows so that they would be returned to Oscorp later before going through the rest of the building. As we walked, I mention off hand, "So he used a different venom on me mixed the venom that the spider got you with, Peter."

"Really?" he said with interest. I nodded. "Mmhmmm; tell me something, can you use camouflage?"

"No!" he said and I grinned. I stepped against a wall and my ability to blend with the background. It was kinda satisfying to her him gasp and go. "No fair! I can't do that."

I reappeared with a laugh and said, "Well I'm not smart enough to make my own web shooters or web fluid so I guess we're even. I can also stun my opponents with a bio-electrical shock. It's helpful if I don't want to kill anyone. It's how I managed to not kill anyone during any of the heists I helped with."

Peter shook his head. "No, not you, Miles; Smythe. He was controlling you. I know you'd never do anything like that if you had your own way. Never forget that."

We finished our search of the building and then left. There was nothing left. All equipment had either been taken or destroyed.

Back at the SHIELD field office, Peter and I sent several hours being questioned and debriefed separately. Felicia's leg was set and she was taken home by a pair of SHIELD agents. I still felt terrible about the whole thing. When we were both done, I just stood there and looked out over the city. "Hey Miles. You did good work tonight."

I turned to see Captain America standing there. "Thanks but I don't feel like I did good work. I caused all of this."

Cap considered me for a moment before saying, "Alright, why don't you tell me what happened."

I sighed and said, "Two weeks ago, or thereabouts, I went to that facility because I wanted to be a super hero but before the operation, I changed my mind; that's when Smythe had one of his assistants drug me. I woke up and they did it anyway, using the neural scanner and a high tech remote transmitter and receiver set to control me. Since then, they've been using me to rob banks and Army National Guard armories for money, weapons and military grade equipment. Finally, Smythe sent me after Peter, wanting me to kill Spider-man because of he killed Smythe's father. Peter saved me but not before I beat the shit out of him and broke Felicia's leg."

Cap nodded and considered before shrugging and saying, "Nope. I don't think so, Miles. That wasn't your fault. That was all Smythe and we'll find him. It might take awhile but you were his mistake. He'll make another one and we'll be ready for him. Tell me something, Miles, do you want to be a superhero?"

I thought about it. The answer was more complicated than a simple want or not want. The fact of the matter was that, ready or not, I was had these powers now. They were cool and I felt pretty amazing but at the same time, I felt as though I had no choice in the matter. "Do I have to be, Cap?"

He chuckled and slapped me on the back. "Of course not, Miles. This is a free country. If you want to never wear another mask or costume again then that's just fine."

He waited as I began to think about that. At the end of the summer, I was going to the University of Chicago and it had a pretty serious crime problem itself. Would I be able to just stand aside as crime went rampant? I chuckled at the question. Of course not. I was going to be a soldier one way or the other. With a sigh, I said, "But you and I both know that's not how it's going to go, is it, Captain Rogers? I have these powers and Chicago is a dangerous city. I'm going to hear reports every night about crime and I know myself well enough to know that I won't be able to just sit by and let it happen."

Cap was grinning ear to ear. "That's pretty much what I figured, Miles. You and Peter are too much alike for you to just sit by and let bad stuff happen if you can help. Even if it's completely up to you, you're going to help."

"With great power..." I said under my breath. "Exactly, Spider-man - are you going to go by Spider-man? That might be a little confusing;" said Cap as he threw an arm around my shoulder and guided me back inside. Peter was standing there chatting with Agent Romanoff and Agent Barton like they were old friends. All three of them called cheerfully, "What's up, Spider-man?"

I laughed and shook my head. "Nope. That's you, Pete. I don't know what I'm gonna call myself but I'll figure that out later. Right now, I need to go home. Hey, anyone got any bright ideas for a cover story for me to tell my dad? He's gonna be pretty pissed when I get home."

"We'll drop you off;" said Natasha Romanoff and Captain Rogers together. Peter snickered and said, "Sounds good. I'll see you all around. I need to get home and hopefully get a couple hours of sleep before I work tomorrow. You know how your dad is about me being late."

I laughed at that too. Dad was a military man and couldn't abide tardiness.

* * *

I was home not long after that and my dad wrapped me in a huge hug when I got home. When I went to explain what happened, he lifted a hand and said, "I already know, Miles. You're that character who's been robbing those armories and banks. Tell me what happened because I know that no son of mine would do something like that."

I was shocked and just asked, "But how?"

"Do you really think I don't know my own son when I see him? No matter what getup you're in, I'll always know you. Now tell me."

I told him everything and he hugged me again. "My boy, a super hero - that's amazing. I'm not going to have to worry about the cops, am I?"

I couldn't help but smile. "Yeah, I guess I am a superhero but no cops. My DNA was altered and I was wearing a body glove so no evidence was left. Anyhow, I'm exhausted; Dad and I can tell you are too. We can talk about it over breakfast tomorrow. Sound good?"

He nodded with a knowing smile. "Sure, so long as you promise not to go and and get in some daring do tonight."

I lifted my right hand with a smile and said, "I promise. I'm too tired right now anyway."

Dad hugged me again and said, "Good night, Son. I'm proud of you.


	19. Epilogue

_\- Peter Parker_

The summer came to an end and it came the time for many goodbyes. Miles was going to Chicago and most of us were going to Empire State. We had a party before he had to go and it was quite the party too. I almost thought that Cindy and Miles might try to make it work but they didn't. They parted as friends in the end which relieved me. Cindy was quite excited that I would be going to ESU. We even had a few classes together. She promised that she was going to treat me like her adorable little brother the entire time, despite that I begged her not to.

Gwen was going to ESU as well - as was Harry. Flash Thompson said at the party that he was going to join the Army and I thought that it was perfect for him. Eddy Brock was going into photography and journalism. We were all stood friends. SHIELD promised that they would give me as much time as possible to focus on my studies but I knew that it wouldn't make a difference. Crime was still horrible in the city and the Kingpin was still at large. Alistaire Smythe and his goons were in the wind. Not a single piece of information could be found on them. Nick Fury concluded that he had left the area and gone to ground somewhere else.

The other New York City defenders were constantly calling me talking about getting together to bring down the Kingpin and his mob families and I was planning to. I would immediately if Felicia hadn't forced me to promise that I would wait for her leg to heal up. She was doing very well at physical therapy so that was good at least. I often wondered what she told her mother.

The first day I walked into class, I was happy to see that my professor was Curt Connors. It seemed to promise a good semester.

* * *

 _\- Miles Morales_

It was hard to say goodbye. All of my friends were in New York and going to Chicago was going to be hard. Cindy and I had a long talk about everything one last time. I really liked her. She was intelligent and beautiful and a wonderful friend and I was sad at the missed opportunity.

Peter had made me an extra set of web shooters so that if I lost the first ones he gave me, I would have a spare. He also gave me a huge supply of web fluid. I was going on a patrol with Peter one night when a quinjet dropped out of the sky on the roof of a building and Nick Fury greeted us. He said that he was happy that a Spider-man was going to another city that was rife with crime and asked if I would let him contact me occasionally. I figured he would have anyway but it was nice of him to ask and I would have helped out anyway. He gave me a case and said that Stark sent his regards. It was a Spider suit not unlike Peters but instead of red and blue with some black, it was mostly black with a red stylized spider on it. It was fantastic.

The last of the summer was spent packing and fighting crime. It was back and I wondered if I should stay but Peter wouldn't hear of it.

Moving day came and my dad, Peter, Gwen, Felicia, Cindy and even Peter's aunt May all came along to help me move in. My roommate seemed pretty cool. His name was Amdeus Cho and apparently he was pretty brilliant. It was hilarious to watch him and Peter hit it off talking about genetics and biology and other sciences which names I couldn't pronounce. Gwen and were laughing with me until Cho started flirting with Cindy. She quite sweetly but firmly put him down, not that it stopped him from flirting.

When I woke up for PT the first time, Cho looked nervous. "It's alright, buddy. I'll help you out if you need help with this stuff."

He smiled gratefully and replied, "Thanks. Same to you."

With a grin, we got started and I knew it was going to be a good semester.


End file.
